As filed with the Securities and Exchange Commission on January 23, 2003
Registration Nos. 333-102098

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

[X] Pre-Effective Amendment No. 1 [ ] Post-Effective Amendment No. ___

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THE PHOENIX EDGE SERIES FUND
(Exact Name of Registrant as Specified in Charter)
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c/o Variable Products Operations
Phoenix Life Insurance Company
101 Munson Street, Greenfield, Massachusetts 01301
(Address of Principal Executive Offices)
(800) 541-0171
(Registrant's Telephone Number, including Area Code)
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Matthew A. Swendiman, Esq.
c/o Phoenix Life Insurance Company
One American Row, Hartford, Connecticut 06102-5056
(Name and address of Agent for Service)

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Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement.

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Registrant is relying on Section 24(f) of the Investment Company Act of
1940, as amended, which permits registration of an indefinite number of shares
of beneficial interest. Accordingly, no filing fee is due in connection with
this Registration Statement.

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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THE PHOENIX EDGE SERIES FUND

CROSS REFERENCE SHEET
Pursuant to Rule 481(a)

Caption or Location in
Form N-14 Item No. and Caption Prospectus/Proxy Statement
- ------------------------------ --------------------------

Part A Information Required in Prospectus/Proxy Statement
- ------
1. Beginning of Registration Statement Cover Page; Cross Reference Sheet
and Outside Front Cover Page of Prospectus

2. Beginning and Outside Back Cover Table of Contents
Page of Prospectus

3. Fee Table, Synopsis Information and Risk Synopsis; Principal Risk Factors; Comparison of
Factors Investment Objectives and Policies

4. Information about the Transaction Synopsis; The Proposed Reorganization;
Comparative Information on Shareholder
Rights; Appendices A and B (Form of Agreement
and Plan of Reorganization)

5. Information about the Registrant Cover Page; Synopsis; Principal Risk
Factors; Comparison of Investment Objectives
and Policies; The Proposed Reorganization;
Comparative Information on Distribution
Arrangements; Comparative Information on
Shareholder Services; Comparative
Information on Shareholder Rights; Management
and Other Service Providers; Additional Information

About The Series; Current Prospectus of Registrant

6. Information about the Company Being Synopsis; Comparison of Investment Objectives
Acquired and Policies; The Proposed Reorganization;
Comparative Information on Distribution
Arrangements; Comparative Information on
Shareholder Services; Comparative Information
on Shareholder Rights; Additional Information

About The Series; Prospectus of the Registrant
dated August 9, 2002, as supplemented

7. Voting Information Synopsis; The Proposed Reorganization;
Comparative Information on Shareholder Rights;
Voting Information

8. Interest of Certain Persons and Experts The Proposed Reorganization

9. Additional Information Required for Not Applicable
Re-offering By Persons Deemed to be
Underwriters

Caption or Location in
Form N-14 Item No. and Caption Prospectus/Proxy Statement
- ------------------------------ --------------------------

Part B: Information Required in Statement of Additional Information

10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. Additional Information about the Registrant Cover Page; Statement of Additional Information
of Registrant, dated August 9, 2002

13. Additional Information about the See item 12
Company Being Acquired

14. Financial Statements Annual Report of the Registrant for the year
ended December 31, 2001; Semiannual Report
of the Registrant for the six-month period ended
June 30, 2002; and Pro Forma Financial Statements

Part C: Other Information

15. Indemnification Indemnification

16. Exhibits Exhibits

17. Undertakings Undertakings

PART A

PHOENIX-VAN KAMPEN FOCUS EQUITY SERIES
PHOENIX-MFS INVESTORS GROWTH STOCK SERIES

EACH A SERIES OF
THE PHOENIX EDGE SERIES FUND
C/O PHOENIX VARIABLE PRODUCTS MAIL OPERATIONS
P.O. BOX 8027
BOSTON, MA 02266-8027
(800) 541-0171
--------------------------

January 23, 2003

Dear Contract/Policyholder:

The Phoenix-Van Kampen Focus Equity Series and Phoenix-MFS Investors Growth
Stock Series (collectively the "Merging Series"), each a series of The Phoenix
Edge Series Fund (the "Trust"), will hold a Special Meeting of Shareholders at
10:00 a.m., local time, on February 14, 2003, at One American Row, Hartford,
Connecticut. At the meeting, Phoenix Life Insurance Company ("PLIC") and its
insurance companies (collectively "Phoenix") will vote on Agreements and Plans
of Reorganization (collectively the "Reorganization Agreements") under which the
Merging Series will be combined with the Phoenix-Janus Growth Series (the
"Surviving Series"), another series of the Trust. The Phoenix Janus Growth
Series would then be renamed Phoenix-MFS Investors Growth Stock Series upon
consummation of the reorganizations.

The Surviving Series has a similar investment objective to those of the
Merging Series. If the Reorganization Agreements are implemented, the separate
accounts holding shares of the Merging Series will receive shares of the
Surviving Series with an aggregate value equal to the aggregate net asset value
of your investment in the Merging Series. No sales charge will be imposed in
connection with the Reorganization. PLIC will pay all costs of the
Reorganization. The Reorganization will be conditioned upon receipt by the Trust
of an opinion of counsel indicating that the Reorganization will qualify as a
tax-free reorganization for federal income tax purposes.

The Board of Trustees of the Trust believes that the Reorganization offers
you the opportunity to pursue your goals in a larger fund. The Board of
Trustees, acting by and through the Executive Committee of the Board of Trustees
has carefully considered and has unanimously approved the proposed
Reorganization, as described in the accompanying materials, and believes that
the Reorganization is in the best interests of the Merging Series and its
shareholders.

As an owner of a variable annuity or variable life insurance contract issued
by Phoenix, you have the contractual right to instruct the insurance company how
to vote the shares of the Merging Series at this meeting. Although you are not
directly a shareholder of the Merging Series, some of your contract value is
invested in the Merging Series pursuant to your policy or contract. For the
limited purposes of this prospectus and proxy statement, the term "shareholder"
refers to you as the Contract and Policyowners, unless the context otherwise
requires. Therefore, the Board of Trustees recommends that you vote in favor of
the Reorganizations. It is very important that you vote and that your voting
instruction card be received no later than February 14, 2003. If the voting
instructions card is executed and no direction is made, you will be considered
as voting FOR the proposal and, in the discretion of the insurance company, upon
such other business as may properly come before the Special Meeting.

We have enclosed a copy of the Notice of Special Meeting of Shareholders and
Proxy Statement and a card entitled "Voting Instructions." It is important for
you to provide voting instructions with respect to the issues described in the
accompanying Prospectus/Proxy Statement. We recommend that you read the Proxy
Statement in its entirety as the explanations will help you to decide what
voting instructions you would like to provide.

Voting instructions executed by you may be revoked at any time prior to
Phoenix voting the shares represented thereby by your providing Phoenix with a
properly executed written revocation of such voting instructions, or by your
providing Phoenix with proper later dated voting instructions by telephone or by
the Internet.

As a convenience, you can provide voting instructions in any one of
four ways:

Through the Internet - www.proxyweb.com

By telephone - (800) 690-6903

By mail - USING THE ENCLOSED VOTING INSTRUCTIONS CARD(S) AND POSTAGE
PAID ENVELOPE

In Person - AT THE SPECIAL MEETING

YOUR VOTE ON THESE MATTERS IS IMPORTANT. PLEASE COMPLETE EACH VOTING
INSTRUCTIONS CARD AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED OR VOTE USING
ONE OF THE OTHER METHODS DESCRIBED. PLEASE RESPOND. IN ORDER TO AVOID THE
ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT YOU VOTE PROMPTLY. IT IS
IMPORTANT THAT YOUR POLICY OR CONTRACT BE REPRESENTED.

Sincerely,

Simon Y. Tan
President

PHOENIX-VAN KAMPEN FOCUS EQUITY SERIES
PHOENIX-MFS INVESTORS GROWTH STOCK SERIES

EACH A SERIES OF
THE PHOENIX EDGE SERIES FUND

101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 14, 2003

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To The Contract and Policy Holders:

The Phoenix-Van Kampen Focus Equity Series and the Phoenix-MFS Investors
Growth Stock Series, each a series of The Phoenix Edge Series Fund (the
"Trust"), a Massachusetts business trust, will hold a Special Meeting of
Shareholders at One American Row, Hartford, Connecticut on February 14, 2003 at
10:00 a.m., local time, for the following purposes:

FOR THE PHOENIX-VAN KAMPEN FOCUS EQUITY SERIES:

1. To consider and act upon a proposal to approve the Agreement and Plan
of Reorganization, dated February 14, 2003, and the transactions it
contemplates, including (a) the transfer of all of the assets of the
Phoenix-Van Kampen Focus Equity Series (the "Phoenix-Van Kampen Focus
Equity Series") to the Phoenix-Janus Growth Series (the "Surviving
Series"), another series of the Trust, in exchange solely for shares of
the Surviving Series and the assumption by the Surviving Series of all
known liabilities of the Phoenix-Van Kampen Focus Equity Series, and (b)
the distribution of the shares of the Surviving Series so received to
shareholders of the Phoenix-Van Kampen Focus Equity Series in complete
liquidation of the Phoenix-Van Kampen Focus Equity Series.

FOR THE PHOENIX-MFS INVESTORS GROWTH STOCK SERIES:

2. To consider and act upon a proposal to approve the Agreement and Plan of
Reorganization, dated February 14, 2003, and the transactions it
contemplates, including (a) the transfer of all of the assets of the
Phoenix-MFS Investors Growth Stock Series (the "Phoenix-MFS Investors
Growth Stock Series") to the Phoenix-Janus Growth Series (the "Surviving
Series"), another series of the Trust, in exchange solely for shares of
the Surviving Series and the assumption by the Surviving Series of all
known liabilities of the Phoenix-MFS Investors Growth Stock Series, and
(b) the distribution of the shares of the Surviving Series so received
to shareholders of the Phoenix-MFS Investors Growth Stock Series in
complete liquidation of the Phoenix-MFS Investors Growth Stock Series.

3. To consider and act upon any other business as may properly come before
the meeting and any adjournments thereof.

The Board of Trustees of the Trust has fixed the close of business on
December 20, 2002, as the record date for determining shareholders entitled to
notice of, and to vote, at the Special Meeting and any adjournment or
postponement thereof.

You are cordially invited to attend the Special Meeting. Contract and
Policyowners who do not expect to attend the Special Meeting are asked to
respond promptly via Internet, telephone or by returning a completed voting
instructions card. The enclosed proxy is being solicited by the Board of
Trustees of the Trust.

By Order of the Board of Trustees of
The Phoenix Edge Series Fund,

RICHARD J. WIRTH
SECRETARY
Hartford, Connecticut

January 23, 2003

PHOENIX-VAN KAMPEN FOCUS EQUITY SERIES
PHOENIX-MFS INVESTORS GROWTH STOCK SERIES

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

PROSPECTUS/PROXY STATEMENT

DATED JANUARY 23, 2003

The Phoenix Edge Series Fund (the "Trust"), a Massachusetts business trust,
serves as an investment vehicle for use in connection with variable life
insurance policies and variable annuity contracts (collectively, "Contracts")
issued by Phoenix Life Insurance Company and its affiliated insurance companies
(together, "Phoenix") and their separate accounts. Phoenix and the separate
accounts are the sole shareholders of record of the Trust.

This Prospectus/Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Trustees of the Trust, for use at the
special meeting of shareholders of the Phoenix-Van Kampen Focus Equity Series
(the "Phoenix-Van Kampen Focus Equity Series") and shareholders of the
Phoenix-MFS Investors Growth Stock Series (the "Phoenix-MFS Investors Growth
Stock Series") and, together with the Phoenix-Van Kampen Focus Equity Series,
the "Merging Series" to be held at 10:00 a.m., local time, on February 14, 2003,
at the offices of the Phoenix Life Insurance Company located at One American
Row, Hartford, Connecticut, and at any adjournment(s) thereof.

The purpose of the meeting is to consider approval of: (1) an Agreement and
Plan of Reorganization that would effect the reorganization of the Phoenix-Van
Kampen Focus Equity Series into the Phoenix-Janus Growth Series (the "Surviving
Series"), another series of the Trust, and (2) an Agreement and Plan of
Reorganization that would effect the reorganization of the Phoenix-MFS Investors
Growth Stock Series into the Surviving Series, as described below. Under each
respective reorganization agreement, all of the assets of the Phoenix-Van Kampen
Focus Equity Series and the Phoenix-MFS Investors Growth Stock Series would be
transferred to the Surviving Series in exchange solely for shares of beneficial
interest in the Surviving Series and the assumption by the Surviving Series of
all known liabilities of each respective Merging Series.

Shares of the Surviving Series would then be distributed pro rata to the
separate accounts of the insurance companies then holding shares of the
respective Merging Series, and then the respective Merging Series would be
liquidated. As a result of the proposed transactions, said separate accounts
would receive a number of full and fractional shares of the Surviving Series
with an aggregate net asset value equal to the aggregate net asset value of the
respective Merging Series shares on the effective date of the reorganization.

Immediately prior to the proposed shareholder vote, Phoenix Variable
Advisors, Inc. ("PVA"), the adviser to the Merging Series and the Surviving
Series intends to use the powers authorized pursuant to the Securities and
Exchange Commission's ("SEC") exemptive order permitting PVA to replace Janus
Capital Management LLC ("Janus") with Massachusetts Financial Services Company,
Inc., doing business as MFS Investment Management ("MFS") as sub-adviser for the
Surviving Series. Subject to legal constraints, MFS would then manage the
Surviving Series in a manner comparable with the principal strategies currently
being used for the Phoenix-MFS Investors Growth Stock Series, all as more
particularly described in the Trust's current registration statement.

PVA and MFS have also agreed that they would serve as adviser and sub-adviser
to the Surviving Series, respectively, for the same investment management fees
as are currently charged to the Phoenix-MFS Investors Growth Stock Series.
Accordingly, the annual expenses and expense cap reimbursements for the
Surviving Series would be the same as those pertaining to the Phoenix-MFS
Investors Growth Stock Series. As part of the Reorganizations, the Phoenix-Janus
Growth Series would then be renamed the Phoenix-MFS Investors Growth Stock
Series.

The Surviving Series and each of the Merging Series are series of the same
open-end management investment company. The Surviving Series has an investment
objective of long-term growth of capital in a manner consistent with the
preservation of capital. The Phoenix-Van Kampen Focus Equity Series has an
investment objective of capital appreciation by investing primarily in equity
securities. The Phoenix-MFS Investors Growth Stock Series has an investment
objective of long-term growth of capital and future income rather than current
income. PVA is the investment adviser to the Surviving Series and each of the
Merging Series. Janus is currently the sub-adviser to the Surviving Series.
Morgan Stanley Investment Management Inc. ("MSIM"), is the sub-adviser to the
Phoenix-Van Kampen Focus Equity Series, and MFS is the sub-adviser to the
Phoenix-MFS Investors Growth Stock Series.

This Prospectus/Proxy Statement, which you should retain for future
reference, sets forth concisely the information that you should know about each
Merging Series, the Surviving Series, and the transactions contemplated by the
reorganization agreements, before you vote on the proposed reorganizations. As
used in this Prospectus/Proxy Statement, the term "Series" collectively refers
to the Phoenix-Van Kampen Focus Equity Series, the Phoenix-MFS Investors Growth
Stock Series and the Surviving Series. The term "Merging Series" collectively
refers to the Phoenix-Van Kampen Focus Equity Series and the Phoenix-MFS
Investors Growth Stock Series.

A Prospectus, as supplemented, and a Statement of Additional Information
("SAI") as supplemented, for the Series dated August 9, 2002 (Registration No.
33-5033), have been filed with the SEC and are incorporated by reference in
this Prospectus/Proxy Statement. Copies of the above-referenced documents are
available upon written or oral request and without charge by contacting Phoenix
Variable Products Mail Operations, P.O. Box 8027, Boston, Massachusetts
02266-8027, or by calling toll-free at 1-800-541-0171.

The Trust files reports, proxy materials and other information with the SEC.
Information about the Trust, including the SAI, can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C. You can obtain information
on the operation of the Public Reference Room by calling the SEC at (202)
942-8090. Reports and other information about the Trust are available on the
EDGAR Database on the SEC's Internet site at http://www.sec.gov. Copies of the
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing the
SEC Public Reference Section, Washington, D.C. 20549-0102.

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This Prospectus/Proxy Statement constitutes the proxy statement of the
Phoenix-Van Kampen Focus Equity Series and the Phoenix-MFS Investors Growth
Stock Series for the meeting and the prospectus for shares of the Surviving
Series that have been registered with the SEC and are being issued in connection
with the reorganization. This Prospectus/Proxy Statement is expected to first be
sent to shareholders on or about January 23, 2003.

THE SECURITIES OF THE SURVIVING SERIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SEC NOR HAS THE SEC DETERMINED IF THIS PROSPECTUS/PROXY STATEMENT IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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TABLE OF CONTENTS

Page
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SYNOPSIS................................................................... 4

PRINCIPAL RISK FACTORS..................................................... 9

THE PROPOSED REORGANIZATIONS............................................... 13

COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES........................... 18

COMPARATIVE INFORMATION ON DISTRIBUTION ARRANGEMENTS....................... 22

COMPARATIVE INFORMATION ON SHAREHOLDER SERVICES............................ 22

COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS.............................. 22

FISCAL YEAR................................................................ 23

MANAGEMENT AND OTHER SERVICE PROVIDERS..................................... 24

VOTING INFORMATION......................................................... 24

ADDITIONAL INFORMATION ABOUT THE SERIES.................................... 27

MISCELLANEOUS.............................................................. 27

SURVIVING SERIES FINANCIAL HIGHLIGHTS...................................... 31

OTHER BUSINESS............................................................. 32

APPENDIX A................................................................. A-1

APPENDIX B................................................................. B-1

SYNOPSIS

BACKGROUND

The proposed reorganizations are the outcome of deliberations by the Board of
Trustees of the Trust (the "Trustees"). At the regularly scheduled meeting of
the Trustees on November 12, 2002, the following Series mergers were approved
subject to a vote of shareholders:

Merged Series Surviving Series
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Phoenix-Van Kampen Focus Phoenix-MFS Investors Growth
Equity Series Stock Series

Phoenix-Janus Growth Series

Management recommended that the Trustees consider the benefits that the
Series' shareholders would realize if each of the Merging Series were to be
combined with the Surviving Series. In response to its recommendation, the
independent trustees of the Trust requested that management outline specific
reorganization proposals for their consideration and provide an analysis of the
specific benefits that shareholders would realize from each proposal.
Independent trustees are Trustees who are not "interested persons" of the Trust
(as defined in Section 2(a)(19) of the Investment Company Act of 1940, as
amended (the "1940 Act")).

Upon further analysis and consideration, after the Board meeting, it was
determined that the approved mergers should not be completed as previously
proposed due to the similarities of investment styles of each series and the
relative size of Phoenix-MFS Investors Growth Stock Series. Consequently,
Management sought the consideration and approval of the Executive Committee of
the Board of Trustees of the Trust on December 10, 2002 for the following
revised proposal:

Merged Series Surviving Series
- ------------- ----------------

Phoenix-Van Kampen Focus Phoenix-Janus Growth Series
Equity Series

Phoenix-MFS Investors Growth Stock Series

The Executive Committee of the Board of Trustees unanimously approved this
revised reorganization proposal, recognizing that, this method of reorganization
allows for the largest of the three affected series (Phoenix-Janus Growth
Series) to serve as the accounting, legal and performance survivor. The final
result, like the proposal previously approved by the Board, combines the three
affected series into a single series ultimately managed by MFS. Management will
seek ratification from the entire Board of Trustees at the regularly scheduled
Board of Trustees meeting on February 10, 2003, before completing this
reorganization. Consequently, your vote is predicated on the approval of the
reorganization by the requisite number of Trustees at this Board Meeting.

SUMMARY OF THE PROPOSED REORGANIZATIONS

The reorganizations will be effected in accordance with the terms of a
reorganization agreement, forms of which are attached to this Prospectus/Proxy
Statement as Appendices A and B. The reorganization agreements provide for:

o the acquisition of all of the assets of the Merging Series by the
Surviving Series in exchange solely for shares of beneficial interest in
the Surviving Series;

o the assumption by the Surviving Series of all known liabilities of each
Merging Series;

o the pro rata distribution of the Surviving Series shares to each
applicable Merging Series shareholders in exchange for the outstanding
Merging Series shares;

o the complete liquidation of the Merging Series as provided in the
Agreements and Plans of Reorganization; and

o the renaming of the Surviving Series as Phoenix-MFS Investors Growth
Stock Series.

The reorganization is anticipated to occur on or about February 14, 2003. If
each reorganization agreement is implemented, the Phoenix separate accounts
holding shares of each Merging Series will receive a number of full and
fractional shares of the Surviving Series shares with an aggregate net asset
value equal to the aggregate net asset value as of the closing date of the
reorganization.

The implementation of each reorganization agreement is subject to a number of
conditions set forth therein. See "The Proposed Reorganizations." Among the
significant conditions (which may not be waived) are:

o the receipt by the Trust of an opinion of counsel that, for federal
income tax purposes, the reorganization will qualify, as a tax free
reorganization described in Section 368(a) of the Internal Revenue Code
of 1986, as amended (the "Code");

o the approval of the reorganization agreement by Phoenix separate
accounts representing interests in both Merging Series; and

o the approval of each reorganization agreement by the requisite
percentage of Trustees of their meeting on February 10, 2003.

Each reorganization agreement provides that PLIC will bear all costs and
expenses of the reorganization, including the costs of the meeting, the costs
and expenses incurred in the preparation and mailing of the notice, this
Prospectus/Proxy Statement and the proxy, and the solicitation of voting
instructions.

INVESTMENT OBJECTIVES AND POLICIES

The investment objectives and principal investment strategies of each Merging
Series and the Surviving Series are similar:

o The Phoenix-Van Kampen Focus Equity Series has an investment objective of
capital appreciation by investing primarily in equity securities. The
Phoenix-MFS Investors Growth Stock Series has an investment objective of
long-term growth of capital and future income rather than current income.
The Surviving Series has an investment objective of long-term growth of
capital in a manner consistent with the preservation of capital.

o Under normal circumstances, the Phoenix-Van Kampen Focus Equity Series
invests at least 80% of its assets in a non-diversified portfolio of
equity securities. These securities may include common and preferred
stocks, depositary receipts, convertible securities, rights, warrants,
and equity related options and futures.

o Under normal circumstances, the Phoenix-MFS Investors Growth Stock Series
invests at least 80% of its assets in a portfolio of equity securities.
These securities may include common and preferred stocks.

o Under normal circumstances, the Surviving Series invests primarily in
equity securities selected for their growth potential. The Series invests
primarily in U.S. and foreign equity securities, which may include
preferred stocks, common stocks, warrants and securities convertible into
common and preferred stocks.

See "Principal Risk Factors" and "Comparison of Investment Objectives and
Policies" below, for further information on the similarities and differences
between the investment objectives, policies and risks of the Surviving Series
and each Merging Series. You can also find additional information for the
Surviving Series in the Trust's Prospectus.

DIVIDENDS AND DISTRIBUTIONS

Phoenix-Van Kampen Focus Equity Series and Phoenix-Janus Growth Series
distributes net income quarterly and Phoenix-MFS Investors Growth Stock Series
distributes net investment income semi-annually. Each Series distributes net
realized capital gains, if any, at least annually. All dividends and
distributions of each Merging Series is paid in additional shares of the
respective Series. You can also find additional information on dividends and
distributions for the Surviving Series in its Prospectus.

EXCHANGES

The shares of the Trust are not directly offered to the public. Shares of the
Trust are currently offered through certain separate accounts to fund variable
annuity contracts and variable life insurance policies. The policyholder can
invest in the Trust only by buying a contract and directing the allocation of
the payment(s) to the subaccount(s) corresponding to the Series in which the
policyholder wishes to invest. The subaccount, in turn, invest in shares of the
Trust. Not all Series may be available through a particular contract. At this
time Phoenix does not charge for subaccount transfers, however Phoenix does
reserve the right to charge a fee of up to $20 per transfer after first twelve
transfers in each contract year.

Because excessive trading can hurt fund performance and therefore be
detrimental to all contract owners, Phoenix does reserve the right to
temporarily or permanently terminate exchange privileges or reject any specific
order from anyone whose transactions seem to follow a timing pattern, including
those who request more than one exchange out of a subaccount within any 30-day
period. Phoenix will not accept batch transfer instructions from registered
representatives (acting under powers of attorney for multiple contract owners),
unless we have entered into a third-party transfer service agreement with the
registered representative's broker-dealer firm.

REDEMPTION PROCEDURES

As an owner of a variable annuity or variable life insurance contract issued
by PLIC, or its affiliated insurance companies, the owner has the contractual
right to instruct the insurance company how to vote and redeem the shares of the
Merging Series and the Surviving Series. Shareholders of each Series may redeem
their shares at a redemption price equal to the net asset value of the shares
(minus any applicable product surrender charge) as next determined following the
receipt of a redemption order in proper form. Ordinarily, payments of redemption
proceeds for redeemed shares are made within seven days after receipt of a
redemption request in proper form. See "Comparative Information on Shareholder
Services" for more information. You can also find additional information on the
Surviving Series' redemption procedures in its Prospectus.

FEDERAL TAX CONSEQUENCES OF PROPOSED REORGANIZATIONS

At the closing of the reorganizations contemplated herein, the Trust will
receive an opinion of counsel, subject to customary assumptions and
representations, that, for federal income tax purposes, the reorganizations will
qualify as a tax free reorganization described in Section 368(a) of the Code.
Accordingly:

o no gain or loss will be recognized by the Phoenix-Van Kampen Focus Equity
Series or the Phoenix-MFS Investors Growth Stock Series on the transfer
of the assets of the Phoenix-Van Kampen Focus Equity Series and the
Phoenix-MFS Investors Growth Stock Series, respectively, to the
Surviving Series solely in exchange for Surviving Series shares and the
assumption by the Surviving Series of all known liabilities of the
Phoenix-Van Kampen Focus Equity Series and the Phoenix-MFS Investors
Growth Stock Series or upon the distribution of Surviving Series shares
to the Phoenix-Van Kampen Focus Equity Series and the Phoenix-MFS
Investors Growth Stock Series shareholders in exchange for their shares
of the Phoenix-Van Kampen Focus Equity Series and the Phoenix-MFS
Investors Growth Stock Series, respectively; and

o no gain or loss will be recognized by the Surviving Series upon the
receipt of the assets of the Phoenix-Van Kampen Focus Equity Series and
the Phoenix-MFS Investors Growth Stock Series solely in exchange for the

Surviving Series shares and the assumption by the Surviving Series of
all known liabilities of the Phoenix-Van Kampen Focus Equity Series and
the Phoenix-MFS Investors Growth Stock Series.

We also believe that both reorganizations should not adversely impact the tax
treatment of your variable life or variable annuity contracts.

See "The Proposed Reorganizations--Federal Income Tax Consequences" for more
information.

RISK FACTORS

An investment in the Surviving Series is subject to specific risks arising
from the types of securities in which the Surviving Series invests and general
risks arising from investing in any mutual fund type of investment. The primary
risks to which the Surviving Series is subject include equity securities
investment risk, growth stock investment risk, foreign investment risk
(including emerging market investment risk and foreign currency risk), smaller
market capitalization risk, fixed income securities investment risk (including
interest rate risk and credit risk) and junk bond investment risk. Investors can
lose money by investing in the Surviving Series. There is no assurance that the
Surviving Series will meet its investment objective. Because the Surviving
Series' investment objectives and policies are similar to those of each Merging
Series, an investment in the Surviving Series is subject to many of the same
risks as an investment in each of the Merging Series. See "Principal Risk
Factors" for the principal risks associated with an investment in the Surviving
Series.

MANAGEMENT

PVA is the investment adviser of each Series. MSIM is the subadviser for the
Phoenix-Van Kampen Focus Equity Series and as such is responsible for its
day-to-day portfolio management. MFS is the subadviser for the Phoenix-MFS
Investors Growth Stock Series and as such is responsible for its day-to-day
portfolio management. Janus, at this time, is the subadviser for the Surviving
Series.

Immediately prior to completion of the proposed merger, Janus will be
removed as subadviser of the Surviving Series and be replaced by MFS. The
Surviving Series will then be renamed Phoenix-MFS Investors Growth Stock Series.
MFS is also the subadviser of Phoenix-MFS Investors Trust Series and the
Phoenix-MFS Value Series, other series of the Trust. MFS intends to manage the
Surviving Series using the same principal investment strategies that it
currently deploys in connection with the Phoenix-MFS Investors Growth Stock
Series.

The Phoenix-Van Kampen Focus Equity Series is managed by Van Kampen's Large
Cap Growth Team. Current members of the team include William S. Auslander,
Managing Director, and Jeffrey Alvino, Executive Director. Mr. Auslander is an
Executive Director of MSIM and joined MSIM in 1995 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. Jeffrey Alvino is an
Executive Director of MSIM and joined MSIM in 1995. Mr. Alvino graduated from
Lehigh University with a B.S. in Accounting. He has earned the right to use the
Chartered Financial Analyst designation and is a Certified Public Accountant.

Stephen Pesek is the portfolio manager of the Phoenix-MFS Investors Growth
Stock Series. When MFS replaces Janus as subadviser of the Surviving Series, Mr.
Pesek will be the portfolio manager for the Surviving Series. Mr. Pesek, a
Senior Vice President of MFS, has been employed in the investment management
area of MFS since 1994.

E. Marc Pinto is currently portfolio manager of the Surviving Series. He is
also the portfolio manager of several portfolios in the large cap growth
discipline. He has also served as an assistant portfolio manager of Janus Twenty
Fund and Janus Growth and Income Fund. 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 16 years of professional investment
experience and has earned the right to use the Chartered Financial Analyst
designation.

COMPARATIVE FEE TABLES

The tables below are designed to assist you in understanding the various
direct and indirect costs and expenses associated with an investment in each
Series. The table and the example do not include any fees or sales charges
imposed under the variable products for which the Series is an investment
option. This table describes the fees and expenses that you may pay if you buy
and hold shares of the Series. The tables and the example do not include any
fees or sales charges imposed under the variable products for which the Series
is an investment option. If they were included, your costs would be higher.
Investors should consult the contract prospectus for more information. Each
table also includes pro forma information for the combined Surviving Series
resulting from the reorganization assuming the reorganization takes place on
February 14, 2003, and after adjusting such information to reflect current fees.
The expense information for the Surviving Series and each Merging Series is
based upon expenses for the period ending September 30, 2002.

The following table shows shareholder transaction expenses currently
applicable to the purchase of shares of each Series. Please note that while
advisory fees for the Surviving Series are currently 0.85% of the Series'
average net assets (total Series expenses are 1.10% of average net assets after
reimbursement by the Adviser), upon completion of the proposed merger advisory
fees for the Surviving Series will be reduced to 0.75% of the Series' average
net assets (total Series expenses will be 1.00% of average net assets after
reimbursement by the Adviser) to reflect the current relationship between the
Adviser and MFS.

MERGING SERIES AND SURVIVING SERIES
- ----------------------------------------------------------

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price) N/A
Maximum Deferred Sales Charge (Load) (as a percentage of the
lesser of the value redeemed or the amount invested) N/A
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
[and other Distributions] N/A
Redemption Fee N/A
Exchange Fee N/A
Maximum Account Fee N/A

EXAMPLE

As indicated in the tables below, immediately upon effectiveness of the
reorganization, the "Total Annual Fund Operating Expenses" for the combined
Surviving Series are expected to be slightly lower than the "Total Annual Fund
Operating Expenses" for each of the Merging Series.

PHOENIX-VAN PHOENIX-MFS
KAMPEN FOCUS INVESTORS GROWTH PRO FORMA
SURVIVING SERIES EQUITY SERIES STOCK SERIES COMBINED SERIES
---------------- ------------- ------------ ---------------

Annual Fund Operating Expenses
(expenses that are deducted from series
assets)
Management Fees 0.85% 0.85% 0.75% 0.75%(1)
Distribution and service (12b-1 Fees) None None None None
Other Expenses 0.27%(2) 2.02%(2) 3.96%(3) 0.38%(4)

- ----------
(1) Fees reflect anticipated reduction in advisory fees.

(2) As of May 1, 2002, the series' investment advisor voluntarily agreed to
reimburse the series' expenses, other than the management fees, to the
extent that such expenses exceed 0.25% of the series' average net assets.
Therefore,

Total Annual Fund Operating Expenses 1.12% 2.87% 4.71% 1.13%

The following example illustrates the impact of the above fees and expenses
on an account with an initial investment of $10,000, based on the expenses shown
above. It assumes a 5% annual return, the reinvestment of all dividends and
distributions and "Annual Fund Operating Expenses" remaining the same each year.
This example is hypothetical; actual fund expenses and returns vary from year to
year, and may be higher or lower than those shown.

Fees and expenses if you redeemed your shares at the end of each time period:

1 YEAR 3 YEARS 5 YEARS 10 YEARS

Surviving Series $114 $356 $617 $1,363

Phoenix-Van Kampen Focus Equity Merging Series $290 $889 $1,513 $3,195

Phoenix-MFS Investors Growth Stock Merging Series $472 $1,419 $2,372 $4,779

Pro Forma Combined Surviving Series $115 $359 $622 $1,375

Note: Actual expenses for the series may be lower than those shown in the
example above since the expense levels used to calculate the figures shown do
not include the effect of expense reimbursements by the series' adviser.

The purpose of the tables above is to help the investor understand the
various costs and expenses that the investor will bear directly or indirectly.
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN SHOWN.

PRINCIPAL RISK FACTORS

GENERAL

Because the Surviving Series' investment objective and policies are similar
to those of each Merging Series, an investment in the Surviving Series is
subject to many of the same specific risks as an investment in each Merging
Series. The following highlights the principal similarities and differences
between the principal risk factors associated with an investment in the
Surviving Series as contrasted with those associated with each Merging Series
and is qualified in its entirety by the more extensive discussion of risk
factors in the Prospectuses and Statements of Additional Information of the
Surviving Series and the Merging Series, respectively.

- --------------------------------------------------------------------------------
the series' operating expenses after reimbursement would have been 1.10% for
the 12-month period ended September 30, 2002, had the new expense cap level
been in place for the entire period. The actual operating expense after
reimbursement was 1.06% for the 12-month period ended September 30, 2002.
The expense cap may be changed or eliminated at any time without notice.

(3) As of May 1, 2002, the series' investment advisor voluntarily agreed to
reimburse the series' expenses, other than the management fees, to the
extent that such expenses exceed 0.25% of the series' average net assets.
Therefore, the series' operating expenses after reimbursement would have
been 1.00% for the 12-month period ended September 30, 2002, had the new
expense cap level been in place for the entire period. The actual operating
expense after reimbursement was 0.97% for the 12-month period ended
September 30, 2002. The expense cap may be changed or eliminated at any time
without notice.

(4) The series' investment advisor agrees to reimburse the series' expenses,
other than the management fees, to the extent that such expenses exceed
0.25% of the series' average net assets. Therefore, the series' operating
expenses after reimbursement would have been 1.00% for the 12-month period
ended September 30, 2002, had this expense cap level been in place for the
entire period. The expense cap may be changed or eliminated at any time
without notice.

The value of the investments of the Merging Series and the Surviving Series
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 your series'
investments decreases, you will lose money.

In the same manner as with the Merging Series, an investment in the Surviving
Series is subject to specific risks arising from the types of securities in
which the Surviving Series invests and general risks arising from investing in
any mutual fund. You can lose money by investing in the Surviving Series. There
is no assurance that the Surviving Series will meet its investment objective.

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

Each Series' investments are subject generally to market risk and the risk of
selecting underperforming securities and asset classes which may adversely
affect the series and lead to loss of principal.

PRINCIPAL RISK FACTORS OF INVESTING IN EACH SERIES

The following chart indicates the primary investment risks of the Surviving
Series and of the Merging Series. These are the risks currently in effect for
the Phoenix-Janus Growth Series. Upon completion of the Plans of Reorganization
and the anticipated replacement of the subadvisor to the Surviving Series, the
principal risks for the Surviving Series would be expected to be the same as
those applicable to the Phoenix-MFS Investors Growth Stock Series. Descriptions
of the risks that can adversely affect the Series' net asset value, yield, and
total return, can be found below.

Phoenix-MFS Investors Growth Phoenix-Van Kampen Focus Surviving Series
---------------------------- ------------------------ ----------------
Stock Series Equity Series
------------ -------------

Equity Securities Investment Risk Equity Securities Investment Risk Equity Securities Investment Risk
Growth Stock Investment Risk Growth Stock Investment Risk Growth Stock Investment Risk
Foreign Investment Risk Foreign Investment Risk Foreign Investment Risk
Foreign Currency Risk Non-Diversification Risk Foreign Currency Risk
Portfolio Turnover Risk Derivative Investment Risk Emerging Market Investment Risk
Convertible Securities Investment Risk Fixed Income Securities Investment
Risk
Smaller Market Capitalization Risk
Interest Rate Risk
Credit Risk
Junk Bond Investment Risk

Upon completion of the Plans of Reorganization, the Phoenix-MFS Investors
Growth Stock Series and Phoenix-Van Kampen Focus Equity Series will merge into
Phoenix-Janus Growth Series. Phoenix-Janus Growth Series will change its name to
Phoenix-MFS Investors Growth Stock Series. MFS Investment Management will
replace Janus Capital Management LLC as sub-adviser and will manage the risks of
the Surviving Series. MFS will manage the Surviving Series as the Phoenix-MFS
Investors Growth Stock Series is currently managed. The risks of the Surviving
Series will then be as follows: Equity Securities Investment Risk; Growth Stock
Investment Risk; Foreign Investment Risk; Foreign Currency Risk; Portfolio
Turnover Risk and Convertible Securities Investment Risk.

EQUITY SECURITIES INVESTMENT RISK

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).

GROWTH STOCK INVESTMENT RISK

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.

FOREIGN INVESTMENT RISK

Foreign investments could be more difficult to sell than U.S. investments.
They also may subject a Series to risks different from investing in domestic
securities. Investments in foreign securities involve difficulties in receiving
or interpreting financial and economic information, possible imposition of
taxes, higher brokerage and custodian fees, possible currency exchange controls
or other government restrictions, including possible seizure or nationalization
of foreign deposits or assets. Foreign securities may also be less liquid and
more volatile than U.S. securities. There may also be difficulty in invoking
legal protections across borders. In addition, investment in emerging-market
countries presents risks in greater degree than those presented by investment in
foreign issuers in countries with developed securities markets and more advanced
regulatory systems.

Some foreign securities are issued by companies organized outside the United
States and are traded only or primarily in trading markets outside the United
States. These foreign securities can be subject to most, if not all, of the
risks of foreign investing. Some foreign securities are issued by companies
organized outside the United States but are traded in U.S. securities markets
and are denominated in U.S. dollars. For example, American Depositary Receipts
and shares of some large foreign-based companies are traded on principal U.S.
exchanges. Other securities are not traded in the United States but are
denominated in U.S. dollars. These securities are not subject to all the risks
of foreign investing. For example, foreign trading market or currency risks will
not apply to dollar-denominated securities traded in U.S. securities markets.

DERIVATIVE INVESTMENT RISK

The Series may use various instruments that drive their values from those of
specific securities, indexes, 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 risks, are themselves subject to
risks of the different markets in which they trade and, therefore, may not serve
their intended purpose.

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. A Series' performance may be worse than if it
did not make such investments.

If the prices for derivatives and prices in the cash market do not correlate
as expected or if expectations about interest rate, exchange rate or general
market movements are incorrect, a Series' returns may not be as high as they
would be if it did not invest in these securities. There is also a risk that the
market for reselling derivatives may be limited or nonexistent. A Series could
incur unlimited losses if it cannot liquidate its derivatives investments.
Decisions about the nature and timing of derivative transactions may result in
losses when other investors' decisions about the same derivatives result in
gains. In addition, some derivatives are subject to the risk that the
counterparty to such transaction may not perform as expected.

PORTFOLIO TURNOVER RISK

A Series may, consistent with its investment policies, purchase and sell
securities without regard to the effect on portfolio turnover. High portfolio
turnover (e.g. over 100%) involves correspondingly greater expenses to the
Series, including brokerage commissions or dealer mark-ups and other transaction
costs on the sale of securities and reinvestments in other securities. The
trading costs associated with portfolio turnover may adversely affect the
Series' performance. High portfolio turnover may also result in taxable gains to
shareholders.

FOREIGN CURRENCY RISK

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 a 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. 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.

SMALLER MARKET CAPITALIZATION RISK

The Series invests in companies with small and medium capitalizations, which
make the Series more volatile than funds that 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.
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.

FIXED INCOME SECURITIES INVESTMENT RISK

The Series may invest in fixed-income securities. The risks associated with
investments in fixed-income securities include interest rate risk and credit
risk. INTEREST RATE RISK. The value of fixed-income securities will be directly
affected by trends in interest rates. 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. CREDIT RISK. If the issuer of a portfolio security is unable or
unwilling to make timely interest or other income payments to the Series, the
Series' income available for distribution to shareholders and the Series' yield
may decrease. Credit risk for debt obligations generally increases as the credit
rating declines. Thus, when the credit rating declines, there is an increased
chance the issuer may not be able to make principal and interest payments on
time.

JUNK BOND INVESTMENT RISK

High-yield, high-risk securities (so called "junk-bonds") are securities
rated below investment grade by the primary rating agencies such as Standard &
Poor's and Moody's. 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. 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. Analysis of the creditworthiness of
issuers of below investment grade securities may be more complex than for higher
grade securities, making it more difficult to accurately predict risk. The
junk-bond market can experience sudden and sharp price swings.

CONVERTIBLE SECURITIES INVESTMENT RISK

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 user within a particular period of time
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 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.

EMERGING MARKET SECURITIES

"Emerging Markets" are those countries or regions with relatively low gross
national product per capita compared to the world's major economies, and those
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 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 predominately
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 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.

THE PROPOSED REORGANIZATIONS

AGREEMENTS AND PLANS OF REORGANIZATION

The terms and conditions under which the proposed reorganizations may be
consummated are set forth in the respective reorganization agreements.
Significant provisions of the reorganization agreements are summarized
below. This summary, however, is qualified in its entirety by reference to the
reorganization agreements, forms of which are attached to this Prospectus/Proxy
Statement as Appendices A and B.

With respect to the Phoenix-Van Kampen Focus Equity Series and the
Phoenix-MFS Investors Growth Stock Series Reorganizations, the Agreements and
Plans of Reorganization contemplate:

o the acquisition by the Surviving Series, on the closing date of the
reorganization, of all of the assets of the Phoenix-Van Kampen Focus
Equity Series and the Phoenix-MFS Investors Growth Stock Series,
respectively, in exchange solely for shares of the Surviving Series and
the assumption by the Surviving Series of all known liabilities of the
Phoenix-Van Kampen Focus Equity Series and the Phoenix-MFS Investors
Growth Stock Series;

o the pro rata distribution of the Surviving Series shares to the
Phoenix-Van Kampen Focus Equity Series and the Phoenix-MFS Investors
Growth Stock Series shareholders in exchange for the outstanding
Phoenix-Van Kampen Focus Equity Series shares and the Phoenix-MFS
Investors Growth Stock Series;

o the complete liquidation of the Phoenix-Van Kampen Focus Equity Series and
the Phoenix-MFS Investors Growth Stock Series as provided in the
Agreements and Plans of Reorganization; and

o the renaming of the Surviving Series as Phoenix-MFS Investors Growth Stock
Series.

The assets of the Merging Series are to be acquired by the Surviving Series
include all property, including, without limitation, all cash, securities, and
dividends or interest receivables which are owned by the Merging Series and any
deferred or prepaid expenses shown as an asset on the books of the Merging
Series on the closing date of the reorganization. The Surviving Series will
assume all liabilities, accrued expenses, costs, charges, and reserves of the
Merging Series reflected on an unaudited statement of assets and liabilities as
of the closing date. The closing of the reorganization will occur following
satisfaction (or waiver) of the conditions to closing set forth in the
reorganization agreement, or such later date as the parties may agree.

The value of the Merging Series' assets to be acquired and the Merging
Series' liabilities to be assumed by the Surviving Series and the net asset
value of shares of the Surviving Series will be determined immediately after the
close of regular trading on the New York Stock Exchange on the closing date,
using the valuation procedures set forth in the Series' then current Prospectus
and Statement of Additional Information as supplemented. The number of shares of
the Surviving Series to be issued to each Merging Series will be determined by
dividing (a) the value of the aggregate net assets attributable to shares of the
Merging Series, respectively by (b) the net asset value per share of the
Surviving Series.

On the closing date, the Merging Series will liquidate and distribute pro
rata to their shareholders of record the Surviving Series shares received by the
Merging Series in exchange for their respective shares in the Merging Series.
This liquidation and distribution will be accomplished by opening an account on
the books of the Surviving Series in the name of each shareholder of record of
the Merging Series and by crediting to each account the shares due pursuant to
the reorganization. Every Merging Series shareholder will own shares of the
Surviving Series immediately after the reorganizations, the value of which will
be equal to the value of the shareholder's Merging Series shares immediately
prior to the reorganizations.

At or prior to the closing date, the Merging Series will declare a dividend
or dividends which, together with all previous such dividends, will have the
effect of distributing to the Merging Series shareholders all of the Merging
Series' investment company taxable income for all taxable years ending at or
prior to the closing date and all of its net capital gains realized (after
reduction for any capital loss carry-forward) in all taxable years ending at or
prior to the closing date.

Subject to certain limitations on liability, the Surviving Series has agreed
to indemnify and hold harmless those Trustees of the Trust who are not
"interested persons" of the adviser or distributor of the Merging Series (the
"Independent Trustees") from and against any and all claims, costs, expenses
(including reasonable attorneys' fees), losses and liabilities of any sort or
kind (collectively "Liability") which may be asserted against them or for which
the Independent Trustees may become liable arising out of or attributable to the
transactions contemplated by the reorganization agreements, provided that any
Independent Trustee seeking the benefit of this indemnification shall not have
materially contributed to the creation of such liability by acting in a manner
contrary to his or her fiduciary duties as a trustee under the 1940 Act.

The consummation of each reorganization is subject to a number of conditions
set forth in the reorganization agreement. Certain of these conditions may be
waived by the Board of Trustees, or by an authorized officer of the Trust, as
appropriate.

Among the significant conditions which may not be waived are: (a) the receipt
by the Trust of an opinion of counsel that, the reorganization will qualify as a
tax free reorganization described in Section 368(a) of the Code for federal
income tax purposes, and (b) the approval of the reorganization agreement by the
shareholders of the Phoenix-Van Kampen Focus Equity Series and the Phoenix-MFS
Investors Growth Stock Series. The Plan may be terminated and the reorganization
abandoned at any time, before or after approval by the shareholders of the
Phoenix-Van Kampen Focus Equity Series and the Phoenix-MFS Investors Growth
Stock Series, prior to the closing date, by resolution of the Board of Trustees.
In addition, the reorganization agreement may be amended by mutual agreement,
except that no amendment may be made to the reorganization agreement subsequent
to the meeting that would change the provisions for determining the number of
Surviving Series shares to be issued to shareholders of the Phoenix-Van Kampen
Focus Equity Series and the Phoenix-MFS Investors Growth Stock Series without
their further approval.

REASONS FOR THE REORGANIZATIONS

The proposed reorganizations are the outcome of the deliberation by the
Executive Committee and the Trustees of the Trust. Management initially
recommended that the Trustees consider the following Series mergers:

Merged Series Surviving Series
- ------------- ----------------
Phoenix-Van Kampen Focus Phoenix-MFS Investors Growth
Equity Series Stock Series

Phoenix-Janus Growth Series

Management recommended that the Trustees consider the benefits that the
Series' shareholders would realize if each of the Merging Series were to be
combined with the Surviving Series. In response to its recommendation, the
independent Trustees of the Trust requested that Management outline specific
reorganization proposals for their consideration and provide an analysis of the
specific benefits that shareholders would realize from each proposal.
Independent trustees are Trustees who are not "interested persons" of the Trust
(as defined in Section 2(a)(19) of the Investment Company Act of 1940, as
amended (the "1940 Act")). After considering the specific reorganization
proposals, the Trustees, including the independent trustees, at a meeting held
on November 12, 2002, unanimously approved the reorganizations.

In the course of their review, the Trustees noted that the reorganizations
would be a means of combining three Series with similar investment objectives
and principal investment strategies and would permit the shareholders of the
Merging Series to pursue their investment goals in a Surviving Series, which
after the completion of the reorganization, is anticipated to be larger than
each merging series. In reaching this conclusion, the Board considered a number
of additional factors, including, but not limited to, the following:

o the potential benefits of the reorganizations to shareholders of the
Surviving Series and the Merging Series, including that the
reorganizations could result in economies of scale through the spreading
of fixed costs over a larger asset base;

o that the terms and conditions of the proposed Plans are not likely to
result in dilution of any shareholder interests;

o the compatibility of investment objectives, policies, restrictions and
investment holdings of the Merging Series and the Surviving Series;

o lower or equivalent management fees and operating expenses for the
Surviving Series as compared to the Merging Series;

o the declining asset base of the Phoenix-Van Kampen Focus Equity Series;

o uncertainty with respect to the management and ownership of Janus;

o the superior historical performance of mutual funds managed by MFS that
share similar investment objectives and strategies with the Merging Series
and the Surviving Series;

o that the terms and conditions of the Plans are unlikely to affect the
price of the outstanding shares of each Series;

o that the reorganizations provide for continuity of distribution and
shareholder servicing arrangements; and

o that the reorganizations will not result in the recognition of any gain or
loss for federal income tax purposes either to the Merging Series or the
Surviving Series and should not adversely impact the tax treatment of
variable products invested in whole or in part in any of the Series.

After considering these and other factors, the Trustees, including the
Independent Trustees, unanimously concluded at a meeting held on November 12,
2002 that the reorganizations are fair and reasonable and would be in the best
interests of each Merging Series and the Surviving Series and their respective
shareholders and that the interests of the Series' shareholders will not be
diluted as a result of the transactions contemplated by the reorganizations. The
Trustees then unanimously voted to approve the reorganizations and authorized
the officers of the Trust to submit the reorganization proposals to shareholders
for consideration.

Upon further analysis and consideration, after the November 12, 2002 Board of
Trustees meeting, it was determined that the approved mergers should not be
completed as previously proposed. Because the Phoenix-MFS Investors Growth Stock
Series had minimal assets under management and was relatively new in comparison
to the Phoenix-Janus Growth Series, it was the opinion of the Trust's counsel
and independent accountants that the Phoenix-Janus Growth Series was a better
selection for the Surviving Series. Consequently, Management sought the
consideration and approval of the Executive Committee of the Board of Trustees
of the Trust on December 10, 2002 for the following revised proposal:

Merged Series Surviving Series
- ------------- ----------------
Phoenix-Van Kampen Focus Phoenix-Janus Growth Series
Equity Series

Phoenix-MFS Investors Growth Stock Series

The Executive Committee considered the following factors in deciding to
approve the revised proposal:

o that the terms and conditions of the proposed Plans are not likely to
result in dilution of any shareholder interests;

o the compatibility of investment objectives, policies, restrictions and
investment holdings of the three series to be merged;

o the declining asset base of the Phoenix-Van Kampen Focus Equity Series;

o uncertainty with respect to the management and ownership of Janus;

o the superior historical performance of mutual funds managed by MFS that
share similar investment objectives and strategies with the Merging Series
and the Surviving Series;

o that the terms and conditions of the Plans are unlikely to affect the
price of the outstanding shares of each Series;

o that the reorganizations provide for continuity of distribution and
shareholder servicing arrangements; and

The Executive Committee approved this revised proposal, recognizing that
while less direct than Management's initial proposal, this method of
reorganization is attractive for many of the same reasons as the original
proposal and allows for the largest of the three affected series (the
Phoenix-Janus Growth Series) to serve as the accounting, legal and performance
survivor. By making the Phoenix-Janus Growth Series the accounting, legal and
performance survivor, current and future investors, as well as regulators would
be more able to review the accounting and performance history and legal makeup
of the Surviving Series. Management will seek ratification from the Trustees as
a whole at the regularly scheduled February 10, 2003 Board of Trustees meeting,
before completing this reorganization.

FEDERAL INCOME TAX CONSEQUENCES

McDermott, Will & Emery is to opine that, subject to customary assumptions
and representations, on the basis of the existing provisions of the Internal
Revenue Code (the "Code"), the Treasury Regulations promulgated thereunder and
current administrative and judicial interpretations thereof, for federal income
tax purposes, the reorganization will qualify as a tax free reorganization
described in Section 368(a) of the Code. Accordingly, with respect to each
reorganization:

o no gain or loss will be recognized by the Merging Series on the transfer
of its assets to the Surviving Series solely in exchange for Surviving
Series shares and the assumption by the Surviving Series of all known
liabilities of the Merging Series or upon the distribution of Surviving
Series shares to the Merging Series insurance company shareholders in
exchange for their shares of the Merging Series;

o the tax basis of the Merging Series' assets acquired by the Surviving
Series will be the same to the Surviving Series as the tax basis of such
assets to the Merging Series immediately prior to the reorganization, and
the holding period of the assets of the Merging Series in the hands of the
Surviving Series will include the period during which those assets were
held by the Merging Series; and

o no gain or loss will be recognized by the Surviving Series upon the
receipt of the assets of the Merging Series solely in exchange for the
Surviving Series shares and the assumption by the Surviving Series of all
known liabilities of the Merging Series.

The receipt of such opinions that the reorganization will qualify as a tax
free reorganization described in Section 368(a) of the Code, are conditions to
the consummation of the reorganizations. The Trust has not obtained an Internal
Revenue Service ("IRS") private letter ruling regarding the federal income tax
consequences of the reorganizations, and the IRS is not bound by advice of
counsel. You are not directly a shareholder of either Merging Series but,
instead, some or all of your variable life insurance or variable annuity
contract is invested in one or both of the Merging Series pursuant to your
policy or contract. We also believe, however, that the reorganizations should
not adversely affect the tax treatment of your variable contract.

It is possible, although unlikely in our view, that, because the Merging
Series will no longer be an available Series underlying your variable contract,
your contract could be considered changed in a manner that causes the contract
or policy to be considered newly issued for tax purposes. In such a case, your
contract will be subject to tax rules in effect on the effective date of the
reorganizations instead of the tax rules in

effect on the issue date of your contract, which could have been more favorable.

Shareholders of the Series should consult their tax advisers regarding the
effect, if any, for the proposed reorganizations in light of their individual
circumstances. Since the foregoing discussion relates only to the federal income
tax consequences of the reorganizations, shareholders of the Series should also
consult tax advisers as to state and local tax consequences, if any, of the
reorganizations.

It is also possible that if the reorganization were not tax free, which as
indicated above is not expected, and the Surviving Series as a result failed to
qualify as a regulated investment company, the diversification rules of Code
Section 817(h) might be violated. In such a case, income on your variable
annuity or variable life contract could be currently taxable on you.

CAPITALIZATION

The following table sets forth the capitalization of the Surviving Series and
each Merging Series, and on a pro forma basis for the combined Surviving Series
as of September 30, 2002 giving effect to the proposed acquisition of net assets
of each Merging Series at net asset value.

- ------------------------------------- ---------------- ----- ------------------ ------------------- ------------------
SURVIVING PHOENIX-VAN PHOENIX-MFS PRO FORMA
SERIES KAMPEN FOCUS INVESTORS COMBINED
EQUITY SERIES GROWTH STOCK SERIES
SERIES
- ------------------------------------- ---------------- ----- ------------------ ------------------- ------------------

Net assets $ 54,970,173 $ 6,353,166 $ 4,556,264 $ 65,879,554
- ------------------------------------- ---------------- ----- ------------------ ------------------- ------------------
Net asset value per share $ 4.77 $ 5.20 $ 7.50 $ 4.77
- ------------------------------------- ---------------- ----- ------------------ ------------------- ------------------
Shares outstanding 11,531,386 1,220,839 607,420 13,819,904
- ------------------------------------- ---------------- ----- ------------------ ------------------- ------------------

The table set forth above should not be relied on to determine the number of
Surviving Series shares to be received in the reorganizations. The actual number
of shares to be received will depend upon the net asset value and number of
shares outstanding of each Merging Series and the Surviving Series at the time
of the reorganization.

COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES

The following discussion is a summary of some of the more significant
similarities and differences in the investment objectives, policies and
restrictions of the Surviving Series and each Merging Series. The discussion
below is qualified in its entirety by the discussion elsewhere in this
Prospectus/Proxy Statement, and in the Trust's Prospectus and Statement of
Additional Information.

INVESTMENT OBJECTIVES AND POLICIES

The investment objectives of the Surviving Series and each Merging Series are
similar. Even though MFS is intended to be the ultimate subadviser to the
Surviving Series, the investment objective of the Surviving Series shall remain
unchanged. The investment objectives of the Surviving Series and each Merging
Series are "fundamental policies" which may not be changed without the approval
of the holders of at least a "majority of the outstanding voting shares" of the
Trust. A majority of the outstanding voting shares is defined in the 1940 Act as
the lesser of (a) the vote of the holders of 67% or more of the outstanding
voting shares of the Series present in person or by proxy, if the holders of
more than 50% of the outstanding voting shares of that Series are present in
person or by proxy, or represented by proxy, or (b) the vote of the holders of
more than 50% of the outstanding voting shares of the Series.

The principal investment strategies of the Surviving Series are also similar
to the principal investment strategies of the Merging Series. Each principal
investment strategy is not a fundamental policy requiring shareholder vote. As
noted above, however, the Surviving Series is expected to be managed by MFS in
conformity with the principal investment strategies currently deployed for the
Phoenix-MFS Investors Growth Stock Series.

THE SURVIVING SERIES - PHOENIX-JANUS GROWTH SERIES

- ------------------------------------------------------- ----------------------------------------------------------------------------
Investment Objective Long-term growth of capital in a manner consistent with
the preservation of capital.

- ------------------------------------------------------- ----------------------------------------------------------------------------
Principal Investment Strategies The series invests primarily in equity securities selected for their
growth potential. The series invests primarily in U.S. 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:

o debt securities;
o indexed/structured securities; and
o high-yield (high-risk) bonds ("junk-bonds")
less than 35% of the series' assets).

Although the series can invest in companies of any size, it generally
invests in larger, more established companies. The series may invest
substantially all of its assets in common stocks if the subadviser
believes that common stocks will appreciate in value. The subadviser
generally takes a "bottom-up" approach to selecting companies. In other
words, the subadviser seeks to identify individual companies with earnings
growth potential that may not be recognized by the market at large. The
subadviser 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. Realization of income is
not a significant consideration when choosing investments for the series.
Income realized on the series' investments will be incidental to its
objectives.

The subadviser seeks companies that meet its 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 PHOENIX-VAN KAMPEN FOCUS EQUITY SERIES

- ------------------------------------------------------- ----------------------------------------------------------------------------
Investment Objective Capital appreciation by investing primarily in equity
securities.

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

- ------------------------------------------------------- ----------------------------------------------------------------------------
Principal Investment Strategies The series seeks to maximize capital appreciation by investing
primarily in growth-oriented equity securities of U.S., and to a
limited extent, foreign companies that are listed on U.S. exchanges
or traded in U.S. markets. The series invests primarily in companies
with market capitalizations of $10 billion
or more that the subadviser believes exhibit strong earnings growth
potential. The series normally invests at least 80% 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 subadviser emphasizes individual security
selection. 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.

The series will limit its use of derivatives for non-hedging purposes to
33-1/3% of its assets measured by the aggregate notional amount of
outstanding derivatives.

MSIM follows a flexible investment program in looking for companies with
above average capital appreciation potential. Fundamental equity research
drives the process. The subadviser focuses on companies with strong free
cash flow potential, consistent or rising earnings growth records and
compelling business strategies. The subadviser rigorously studies company
developments, including business strategy, management focus and financial
results, to identify companies with earnings growth and business momentum.
Valuation 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 subadviser's investment criteria. The
subadviser's concentration in a relatively small number of companies may
lead to an emphasis on particular industry sectors.

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

THE PHOENIX-MFS INVESTORS GROWTH STOCK SERIES

- ------------------------------------------------------- ----------------------------------------------------------------------------
Principal Investment Strategies The series invests, under normal market conditions, at least 80% of its
assets in common stocks and related securities, such as preferred
stocks, convertible securities and depositary receipts for those
securities, of companies which the subadviser believes offer better than
average prospects for long-term growth.

MFS uses a bottom-up, as opposed to a top-down, investment style in
managing the series. This means that securities are selected based upon
fundamental analysis (such as an analysis of earnings, cash flows,
competitive

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

- ------------------------------------------------------- ----------------------------------------------------------------------------
position and management's abilities) performed by the series' portfolio
manager and the subadviser's large group of equity research analysts.

The series may invest up to 35% of its assets in foreign securities
through which it may have exposure to foreign currencies.

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

CERTAIN INVESTMENT RESTRICTIONS

Each Series is subject to identical investment restrictions (except (1) and
(2) below with respect to the Phoenix-Van Kampen Focus Equity Series) that
restrict the scope of their investments. These investment restrictions are
"fundamental" policies. A "fundamental" policy is defined in the 1940 Act to
mean that the restriction cannot be changed without the vote of a "majority of
the outstanding voting shares" of the Series (as that term is defined in the
1940 Act).

None of the Series' may:

(1) with respect to 75% of its total assets, purchase securities of an issuer
(other than the U.S. Government, its agencies, instrumentalities or
authorities or repurchase agreements collateralized by U.S. Government
securities and other investment companies), if: (a) such purchase would, at
the time, cause more than 5% of the Series' total assets, taken at market
value, to be invested in the securities of such issuer; or (b) such
purchase would, at the time, result in more than 10% of the outstanding
voting securities of such issuer being held by the Series (this restriction
does not apply to the Phoenix-Van Kampen Focus Equity Series);

(2) purchase securities in a given industry if, after giving effect to the
purchase, more than 25% of its total assets would be invested in the
securities of one or more issuers conducting business activities in the
same industry (excluding the U.S. Government or its agencies or
instrumentalities) (this restriction does not apply to the Phoenix-Van
Kampen Focus Equity Series);

(3) issue senior securities in contravention of the 1940 Act. Activities
permitted by SEC exemptive orders or staff interpretations shall not be
deemed prohibited by this restriction;

(4) borrow money, except (i) in amounts not to exceed one third of the value of
the Series' total assets (including the amount borrowed) from banks, and
(ii) up to an additional 5% of its total assets from banks or other lenders
for temporary purposes. For purposes of this restriction, (a) investment
techniques such as margin purchases, short sales, forward commitments, and
roll transactions, (b) investments in instruments such as futures
contracts, swaps, and options, and (c) short-term credits extended in
connection with trade clearances and settlement shall not constitute
borrowing;

(5) underwrite the securities issued by other persons, except to the extent
that, in connection with the disposition of portfolio securities, a Series
may be deemed to be an underwriter under the applicable law;

(6) purchase or sell real estate, except that a Series may (i) acquire or lease
office space for its own use, (ii) invest in securities of issuers that
invest in real estate or interests therein, (iii) invest in
mortgage-related securities and other securities that are secured by real
estate or interests therein, or (iv) hold and sell real estate acquired by
the Series as a result of the ownership of securities;

(7) make loans, except that a Series may (i) lend portfolio securities, (ii)
enter into repurchase agreements, (iii) purchase all or a portion of an
issue of debt securities, bank loan participation interests, bank
certificates of deposit, bankers' acceptances, debentures or other
securities, whether or not the purchase is made upon the original issuance
of the securities, and (iv) participate in an interfund lending program
with other registered investment companies; and/or

(8) purchase or sell commodities or commodity contracts, except a Series may
purchase and sell derivatives (including, but not limited to, options,
futures contracts and options on futures contracts) whose value is tied to
the value of a financial index or a financial instrument or other asset
(including, but not limited to, securities indices, interest rates,
securities, currencies and physical commodities).

If any percentage restriction described above for the Series is adhered to at
the time of investment, a subsequent increase or decrease in the percentage
resulting from a change in the value of the Series' assets will not constitute a
violation of the restriction.

COMPARATIVE INFORMATION ON DISTRIBUTION ARRANGEMENTS

The shares of the Trust are not directly offered to the public. Shares of the
Trust are currently offered to certain separate accounts to fund variable
accumulation annuity contracts or variable life insurance policies ("variable
products") issued by Phoenix Life Insurance Company ("PLIC"), PHL Variable
Insurance Company ("PHL Variable"), or Phoenix Life and Annuity Company ("PLAC")
(collectively, "Phoenix"). Investments in the Trust may occur only by buying a
variable product contract and directing the allocation of your payment(s) to the
subaccount(s) corresponding to a Series. The subaccounts, in turn, invest in
shares of the Trust. Not all Series may be offered through a particular variable
product contract.

Phoenix Equity Planning Corporation ("PEPCO"), is an indirect subsidiary of
The Phoenix Companies, Inc. ("PNX"). PNX is the parent company of PLIC. PEPCO is
also a broker-dealer registered with relevant regulators, serves as national
distributor of variable products issued by these entities. Variable products may
be purchased through broker-dealers registered with applicable regulatory
authorities and who have entered into a sales agreement with PEPCO. Sales
commissions will be paid to registered representatives based on the amount of
premiums received in connection with the sale of variable products, subject to
governing law. PLIC and its insurance company affiliates also pay commissions to
PEPCO based on the amount of premiums received in connection with the sale of
variable products, subject to governing law.

COMPARATIVE INFORMATION ON SHAREHOLDER SERVICES

Each Series offers the same shareholder services. Phoenix-Van Kampen Focus
Equity Series and Phoenix-Janus Growth Series distributes net investment income
quarterly and Phoenix-MFS Investors Growth Stock Series distributes net
investment income semi-annually. Each Series distributes net realized capital
gains, if any, at least annually. All dividends and distributions with respect
to the shares of the Merging Series and the Surviving Series are paid in
additional shares of the respective Series. The number of shares received in
connection with any reinvestment of dividends will be based upon the net asset
value per share of the applicable Series in effect on the record date. Each
Series currently offer shareholders identical exchange privileges. Shareholders
of each Series may exchange their shares for shares of a corresponding series of
the Trust.

Shares of the Surviving Series and each Merging Series may be redeemed at a
redemption price equal to the net asset value of the shares as next determined
following the receipt of a redemption order and any other required documentation
in proper form. Payment of redemption proceeds for redeemed shares are generally
made within seven days after receipt of a redemption request in proper form and
documentation, provided that each check used for purchases of shares has been
cleared for payment.

Because each Series offers the same shareholder services, after the closing,
the same services will continue to be available to the shareholders of each
Merging Series but in their capacity as shareholders of the Surviving Series.

COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS

The following is a summary of certain provisions of the Amended Declaration
of Trust of each Merging Series and the Surviving Series.

FORM OF ORGANIZATION

Each Series is a series of the Trust, a business trust organized under the
laws of the Commonwealth of Massachusetts, pursuant to a Declaration of Trust
dated February 18, 1986, as amended. The operations of these Series are governed
by the Declaration of Trust and by Massachusetts law. The shares of the Trust
are registered with the SEC as an open-end management investment company and are
subject to the provisions of the 1940 Act and the rules and regulations of the
SEC thereunder. The Trustees may generally authorize mergers, consolidations,
share exchanges and reorganizations of a new series or of each respective Series
with another Series or other business organization subject to shareholder
approval.

The Declaration of Trust authorizes the Trustees to create an unlimited
number of Series. The Trust currently has thirty-five series outstanding. The
Trust may also organize other series in the future. When issued, the shares are
fully paid and non-assessable, have no preference, preemptive or similar rights
unless designated by the Trustees, and are freely transferable. The assets and
proceeds received by the Trust from the issue or sale of shares of a Series are
allocated to that Series and constitute the rights of that Series, subject only
to the rights of creditors. Any underlying assets of a Series are required to be
segregated on the books of account of the Trust. These assets are to be used to
pay the expenses of the Series as well as a share of the general expenses of the
Trust.

MEETINGS

The Trustees or President of the Trust may call shareholder meetings as
necessary. To the extent required by the 1940 Act, meetings held for the purpose
of voting on the removal of any trustee shall be called by the Trustees or upon
written request by shareholders holding at least ten percent of the outstanding
shares entitled to vote.

SHAREHOLDER LIABILITY

Unlike the stockholders of a corporation, under certain circumstances
shareholders of a business trust may be held personally liable for the debts,
claims or other obligations of a business trust. However, the Declaration of
Trust limits shareholder liability. The Declaration of Trust provides that
shareholders shall not be subject to any personal liability for the acts or
obligations of the Trust. The Declaration of Trust provides for indemnification
for any shareholder and any former shareholder who is exposed to liability by
reason of a claim or demand relating to such person being a shareholder. Thus,
the risk of a shareholder incurring financial loss on account of shareholder
liability, which is considered remote, is limited to circumstances in which the
Trust itself would be unable to meet its obligations.

LIABILITY OF TRUSTEES

The Declaration of Trust provides that the Trustees will generally be
personally liable only for willful misfeasance, bad faith, gross negligence or
reckless disregard of duties. The Trust may purchase insurance for trustees to
cover potential liabilities and will generally indemnify a trustee against such
claims. The Trust may also advance payments to a trustee in connection with
indemnification.

LIQUIDATION OR DISSOLUTION

In the event of the liquidation or dissolution of any Series, the Trustees
shall distribute the assets of the Series to the shareholders, according to
their respective rights, after accounting for the liabilities of the Trust.

FISCAL YEAR

The Series each operate on a fiscal year that ends December 31.

MANAGEMENT AND OTHER SERVICE PROVIDERS

Responsibility for the overall supervision of all Series rests with Trustees.
PVA serves as investment adviser to each Series, MSIM is the subadviser for the
Phoenix-Van Kampen Focus Equity Series, Janus is the subadviser for the
Phoenix-Janus Growth Series and MFS is the subadviser for the Surviving Series.
MFS will replace Janus as subadviser for the Surviving Series upon completion of
the proposed merger. A team of managers and analysts makes investment and
trading decisions for both Series. The names and general information pertaining
to each portfolio manager for both Series is described above and within the
Prospectus for the Trust. The Surviving Series will be renamed the Phoenix-MFS
Investors Growth Stock Series upon completion of the proposed merger.

PEPCO serves as financial agent of each Series and, as such, performs
administrative, bookkeeping and pricing functions.

State Street Bank and Trust Company serves as the custodian for each Merging
Series and the Surviving Series.

PricewaterhouseCoopers LLP serves as independent accountants for each Series.

VOTING INFORMATION

QUORUM AND VOTING REQUIREMENTS

This Prospectus/Proxy Statement is being furnished to the shareholders of the
Merging Series in connection with the solicitation by the Board of Trustees of
the Trust of proxies to be used at the meeting. Shareholders of record of each
Merging Series at the close of business on December 20, 2002 ("Record Date")
will be entitled to vote at the meeting or at any adjournments thereof. Each of
the above shares is entitled to one vote, with proportionate voting for
fractional shares. The record owners of the shares of each separate series of
the Trust include the Phoenix Life Variable Universal Life Account, Phoenix Life
and Annuity Variable Universal Life Account and the PHLVIC Variable Universal
Life Account (collectively, the "VUL Accounts"), which fund variable life
insurance policies, and the Phoenix Life Variable Accumulation Account and the
PHL Variable Accumulation Account (collectively, the "VA Accounts"), which fund
variable annuity contracts.

Each shareholder of record at the close of business on the Record Date is
entitled to a notice of the meeting and will be asked to instruct Phoenix how to
vote at the Special Meeting or any adjourned or postponed session. No
shareholder, to the Trust's knowledge, owns contracts which are funded by more
than five percent of the outstanding voting shares of the Trust or of any
Series. The number of votes with respect to which each shareholder will be
entitled to instruct Phoenix will be determined by applying the shareholder's
percentage interest in a subaccount to the total number of votes attributable to
the subaccount. In determining the number of votes, fractional shares will be
recognized. The number of votes for which a shareholder may provide instructions
will be determined as of the Record Date.

In accordance with its view of applicable law, Phoenix will vote the shares
of the respective Merging Series for which Phoenix receives voting instructions
from shareholders in accordance with those instructions. Phoenix will vote
shares for which it has not received timely voting instructions from
shareholders and any shares held by Phoenix or its affiliates for their own
accounts in the same proportion as the shares for which shareholders have
provided voting instructions to Phoenix.

In addition to the proxy solicitation by mail, officers and regular employees
of Phoenix or one of its affiliates may solicit voting instructions personally,
by telephone or telegram. Phoenix will, upon request, reimburse banks, brokers,
fiduciaries and nominees for their reasonable expenses in sending proxy
materials. The cost of solicitation of voting instructions will be borne
indirectly by Phoenix. You can provide voting instructions in any one of four
ways:
Through the Internet - www.proxyweb.com

By telephone - (800) 690-6903

By mail - USING THE ENCLOSED VOTING INSTRUCTIONS CARD(S) AND POSTAGE
PAID ENVELOPE
24

In Person - AT THE SPECIAL MEETING

Proxies executed by shareholders may be revoked at any time before they are
exercised by a written revocation received by the Secretary of the Trust, by
properly executing a later-dated proxy or by attending the meeting and voting in
person, by telephone or by the Internet.

We encourage you to vote by Internet or telephone, using the account number
that appears on your enclosed Voting Instructions Card. These voting methods
will reduce the time and costs associated with this proxy solicitation.

As of the Record Date, Phoenix owned 1,160,346.4044 shares of the Phoenix-Van
Kampen Focus Equity Series, 725,846.5951 shares of the Phoenix-MFS Investors
Growth Stock Series and 11,001,110.4021 shares of the Surviving Series. As of
the Record Date, less than 1% of the outstanding shares of beneficial interest
of either Series were held of record or beneficially owned under a contract or
policy by the Trustees or nominees for election as Trustee and by the executive
officers of the Trust, as a group.

A COPY OF THE TRUST'S MOST RECENT ANNUAL REPORT, DATED DECEMBER 31, 2001 AND
MOST RECENT SEMIANNUAL REPORT, DATED JUNE 30, 2002 HAVE PREVIOUSLY BEEN
FURNISHED TO SHAREHOLDERS. THE TRUST WILL FURNISH WITHOUT CHARGE, TO ANY
SHAREHOLDER, UPON REQUEST, A COPY OF THE 2001 ANNUAL REPORT AND THE 2002
SEMIANNUAL REPORT. SUCH REQUESTS MAY BE DIRECTED TO JEFFREY WEYGANT, PHOENIX
VARIABLE PRODUCTS OPERATIONS, P.O. BOX 8027, BOSTON, MA 02266-8027. SHAREHOLDERS
MAY ALSO CALL JEFFREY WEYGANT TOLL-FREE AT (800) 541-0171.

The Board knows of no business, other than that mentioned in the Notice of
Special Meeting, that will be presented for consideration at the Special
Meeting. If any other matter is properly presented, it is the intention of the
persons named on the enclosed Voting Instructions Card(s) to vote in accordance
with their best judgment.

A majority of the outstanding voting shares of a Series entitled to vote
shall constitute a quorum for the meeting. The affirmative vote of a majority of
the outstanding voting securities of the Trust (i.e., the lesser of (i) 67% or
more of the eligible votes of the respective Merging Series represented at the
meeting if more than 50% of the eligible votes of the respective Merging Series
are present in person or by proxy or (ii) more than 50% of the eligible votes of
the respective Merging Series) must approve the herein contemplated mergers. For
purposes of determining the presence of a quorum for transacting business at the
meeting and for determining whether sufficient votes have been received for
approval of the proposal to be acted upon at the meeting, abstentions and broker
"non-votes" (that is, proxies from brokers or nominees indicating that such
persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated as shares
that are present at the meeting, but which have not been voted. For this reason,
abstentions and broker non-votes will assist the respective Merging Series in
obtaining a quorum, but both have the practical effect of a "no" vote for
purposes of obtaining the requisite vote for approval of the proposal.

If either (a) a quorum is not present at the meeting or (b) a quorum is
present but sufficient votes in favor of the reorganization proposal have not
been obtained, then the persons named as proxies may propose one or more
adjournments of the meeting without further notice to shareholders to permit
further solicitation of proxies provided such persons determine, after
consideration of all relevant factors, including the nature of the proposal, the
percentage of votes then cast, the percentage of negative votes then cast, the
nature of the proposed solicitation activities and the nature of the reasons for
such further solicitation, that an adjournment and additional solicitation is
reasonable and in the interests of shareholders. The persons named as proxies
will vote those proxies that such persons are required to vote FOR the
reorganization proposals in favor of such an adjournment and will vote those
proxies required to be voted AGAINST the reorganization proposals against such
adjournment.

The meeting may be adjourned from time to time by the vote of a majority of
the shares represented at the meeting, whether or not a quorum is present. If
the meeting is adjourned to another time or place, notice need not be given of
the adjourned meeting at which the adjournment is taken, unless a new record
date of the adjourned meeting is fixed or unless the adjournment is for more
than sixty (60) days from the date set for the original meeting,

in which case the Trustees shall set a new record date. Notice of any such
adjourned meeting shall be given to each shareholder of record entitled to vote
at the adjourned. At any adjourned meeting, the Trust may transact any business
which might have been transacted at the original meeting.

The individuals named as proxies on the enclosed Voting Instructions Card
will vote in accordance with the shareholder's direction, as indicated thereon,
if the Voting Instructions Card is received and is properly executed. If the
shareholder properly executes a Voting Instructions Card and gives no voting
instructions with respect to a reorganization proposal, the shares will be voted
in favor of the reorganization proposal. The proxies, in their discretion, may
vote upon such other matters as may properly come before the meeting. The
Trustees are not aware of any other matters to come before the meeting.

Approval of the Phoenix-Van Kampen Focus Equity Series reorganization
proposal by the shareholders of the Phoenix-Van Kampen Focus Equity Series is a
condition of the consummation of the reorganization. If the reorganization is
not approved, the Phoenix-Van Kampen Focus Equity Series will continue as a
series of the Trust and the Trustees may consider other alternatives in the best
interests of the shareholders of the Phoenix-Van Kampen Focus Equity Series.

Approval of the Phoenix-MFS Investors Growth Stock Series reorganization
proposal by the shareholders of the Phoenix-MFS Investors Growth Stock Series is
a condition of the consummation of the reorganization. If the reorganization is
not approved, the Phoenix-MFS Investors Growth Stock Series will continue as a
series of the Trust and the Trustees may consider other alternatives in the best
interests of the shareholders of the Phoenix-MFS Investors Growth Stock Series.

REVOCATION OF PROXIES

Any shareholder who has given an instruction card has the right to revoke the
proxy any time prior to its exercise:

o by written notice of the instruction card's revocation to the Secretary of
the Trust at the above address prior to the meeting;

o by the subsequent execution and return of another instruction card prior
to the meeting;

o by use of any electronic, telephonic or other alternative means authorized
by the Trustees for authorizing the proxy to act; or

o by being present and voting in person at the meeting and giving oral
notice of revocation to the Chairman of the meeting.

NO APPRAISAL RIGHTS

The staff of the SEC has taken the position that any rights to appraisal
arising under state law are preempted by the provisions of the 1940 Act and Rule
22c-1 thereunder, which generally requires that shares of a registered open-end
investment company be valued at their next determined net asset value.

SOLICITATION OF PROXIES

In addition to solicitation of proxies by mail, officers and employees of
PLIC or its affiliates, may solicit proxies personally or by telephone or
telegram. PLIC or other representatives of the Trust may also use one or more
proxy solicitation firms to assist with the mailing and tabulation effort and
any special personal solicitation of instruction cards. Banks, brokers,
fiduciaries and nominees will, upon request, be reimbursed by PLIC for their
reasonable expenses in sending proxy material to be beneficial owners of shares
of a Merging Series. The cost of the solicitation of proxies will be borne by
PLIC.

If a shareholder wishes to participate in the meeting, but does not wish to
authorize the execution of an instruction card by telephone, the shareholder may
still submit the instruction card form included with this proxy statement or
attend the meeting in person.

THE BOARD OF TRUSTEES OF THE TRUST, INCLUDING THE INDEPENDENT TRUSTEES OF THE
TRUST, RECOMMENDS YOU APPROVE EACH AGREEMENT AND PLAN OF REORGANIZATION.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE RESPOND PROMPTLY VIA
INTERNET, TELEPHONE OR RETURN THE VOTING INSTRUCTIONS CARD IN THE POSTAGE PAID
RETURN ENVELOPE.

ADDITIONAL INFORMATION ABOUT THE SERIES

Additional information about the Series is included in the Series'
Prospectus, as supplemented and the Statement of Additional Information as
supplemented dated August 9, 2002 (Registration No. 33-5033), which has been
filed with the SEC and is incorporated by reference herein. A copy of the
Prospectus, as supplemented and Statement of Additional Information as
supplemented may be obtained without charge by contacting Phoenix Variable
Products Mail Operations, P.O. Box 8027, Boston, Massachusetts 02266-8027, or by
calling toll-free at 1-800-541-0171.

MISCELLANEOUS

AVAILABLE INFORMATION

Each Series and the Trust are each registered under the 1940 Act and are
subject to the informational requirements of the Securities Exchange Act of
1934, as amended, and the 1940 Act, and, in accordance therewith, file reports,
proxy materials, and other information with the SEC. Information about the
Trust, including the SAI, can be reviewed and copied at the SEC's Public
Reference Room in Washington, D.C. You can obtain information on the operation
of the Public Reference Room by calling the SEC at (202) 942-8090. Reports and
other information about the Trust are available on the EDGAR Database on the
SEC's Internet site at http://www.sec.gov. Copies of the information may be
obtained, after paying a duplicating fee, by electronic request at the following
e-mail address: publicinfo@sec.gov, or by writing the SEC Reference Section,
Washington, D.C. 20549-0102.

PERFORMANCE FOR THE PERIOD ENDING SEPTEMBER 30, 2002

The following table compares investment performance for each Series for the
period ending September 30, 2002 and compares the same against relevant
benchmarks. The Series' past performance is not necessarily an indication of how
the Series will perform in the future. The Series performance does not reflect
insurance contract expenses. If these expenses were included, the Series'
performance would be lower.

Average Annual Total Returns (for the period ending 1 Year Life of the Series Inception Date
- ---------------------------- ------ ------------------ --------------
September 30, 2002)

Surviving Series
o Phoenix-Janus Growth Series (23.34%) (23.26%) 12/15/99
o S&P 500 Total Return Index(1) (20.48%) (16.81%) 12/15/99

Merging Series
o Phoenix-Van Kampen Focus Equity Series (25.44%) (20.81%) 12/15/99
o S&P 500 Total Return Index(1) (20.48%) (16.81%) 12/15/99
o Phoenix-MFS Investors Growth Stock Series - (24.98%) 10/29/01
o S&P 500 Total Return Index(1) - (23.30%) 10/29/01
o Russell 1000 Growth Stock Index(2) (27.59%) 10/29/01

- ----------
(1) The S&P 500 Total Return Index is an unmanaged, commonly used measure of
stock total performance which includes net dividends reinvested. The index is
not available for direct investments.

(2) The Russell 1000 Growth Stock Index measures the performance of those
Russell 1000 companies with higher price-to-book ratios and higher forecasted
growth values. The index is not available for direct investment.

GROWTH OF $10,000(1) (PERIOD ENDING SEPTEMBER 30, 2002)

Year Phoenix-MFS Investors Growth Stock Series Russell 1000 Growth Stock Series S&P 500 Total Return Index
---- ----------------------------------------- -------------------------------- --------------------------
10/29/01 $10,000.00 $10,000.00 $10,000.00
09/30/02 $7,502.04 $7,240.64 $7,669.78

Year Phoenix-Van Kampen Focus Equity Series S&P 500 Total Return Index
---- -------------------------------------- --------------------------
12/15/99 $10,000.00 $10,000.00
2000 $10,719.26 $10,248.23
2001 $6,986.38 $7,518.62
2002 $5,209.13 $5,987.76

Year Phoenix-Janus Growth Series S&P 500 Total Return Index
---- --------------------------- --------------------------
12/15/99 $10,000.00 $10,000.00
2000 $11,208.70 $10,248.23
2001 $6,225.12 $7,518.62
2002 $4,772.47 $5,987.76

SECTOR WEIGHTINGS (as a percentage of equity holdings as of September 30, 2002)
- -----------------

Phoenix-MFS Investors Phoenix-Van Kampen Phoenix-Janus Growth
Sector Growth Stock Series Focus Equity Series Series
- ------ ------------------- ------------------- ------

Information Technology $ 737,403.17 16.41% $1,153,466.20 19.89% $ 7,791,535.71 14.64%
Health Care $1,154,043.70 25.68% $1,514,169.60 26.11% $ 9,506,291.61 17.86%
Financials $ 524,002.30 11.66% $ 945,273.95 16.30% $ 12,017,893.45 22.58%
Consumer Discretionary $ 925,880.30 20.60% $ 723,317.00 12.47% $ 12,050,611.01 22.65%
Industrials $ 510,676.60 11.36% $ 360,249.50 6.21% $ 5,283,984.40 9.93%
Consumer Staples $ 486,054.31 10.82% $ 692,002.50 11.93% $ 4,931,705.65 9.27%
Telecommunication Services $ 18,015.00 0.40% $ 64,758.40 1.12% $ 0.00 0.00%
Energy $ 117,709.70 2.62% $ 345,472.25 5.97% $ 1,631,277.50 3.07%
Materials $ 19,932.90 0.45% $ 0.00 0.00% $ 0.00 0.00%

Sum of Equity Holdings $4,493,717.98 100.00% $5,798,709.40 100.00% $ 53,213,299.13 100.00%

- ----------
(1) This chart assumes an initial investment of $10,000 made on the inception
dates noted in the tables above. Performance assumes dividends and capital gains
are reinvested.

ASSET MIX AT SEPTEMBER 30, 2002 (as a percentage of total assets)
- -------------------------------

Merging Series Merging Series Surviving Series
Phoenix-MFS Investors Phoenix-Van Kampen Phoenix-Janus Growth
Asset Mix Growth Stock Series Focus Equity Series Series
- --------- ------------------- ------------------- ------

Agency Mortgage Backed 0.00% 0.00% 0.12%
Cash (1.77%) (3.49%) 1.11%
Common Stock 93.41% 91.27% 92.27%
Convertible Bonds 0.00% 0.00% 0.17%
Corporate Bonds 0.00% 0.00% 0.14%
Foreign Common Stock 5.22% 0.00% 4.36%
Short Terms 3.14% 12.22% 1.83%

Total Net Assets 100.00% 100.00% 100.00%

TEN LARGEST HOLDINGS AS OF SEPTEMBER 30, 2002 (as a percentage of total net assets)

Merging Series Merging Series Surviving Series
-------------- -------------- ----------------
Phoenix-MFS Investors Growth Stock Phoenix-Van Kampen Focus Phoenix-Janus Growth Series
---------------------------------- ------------------------ ---------------------------
Series Equity Series
------ -------------

Pfizer, Inc. 4.2% Microsoft Corp. 7.2% Microsoft Corp. 5.0%
Microsoft Corp. 3.6% Pfizer, Inc. 5.9% Viacom, Inc. Class B 4.8%
Johnson & Johnson 3.3% Freddie Mac 4.7% Pfizer, Inc. 4.7%
Wal-Mart Stores, Inc. 3.0% Citigroup, Inc. 4.1% Fannie Mae 4.4%
Northrop Grumman Corp. 2.6% Wal-Mart Stores, Inc. 4.0% Anheuser-Busch 4.0%
Companies, Inc.
SLM Corp. 2.5% Johnson & Johnson 3.7% Liberty Media Corp. 4.0%
Class A
Viacom, Inc. Class B 2.4% General Electric Co. 3.7% WellPoint Health 3.8%
Networks, Inc.
Tenet Healthcare Corp. 2.3% Proctor & Gamble Co. (The) 3.1% SLM Corp. 3.4%
Harley-Davidson, Inc. 2.3% Exxon Mobil Corp. 2.7% Genentech, Inc. 3.4%
3M Co. 2.3% Dell Computer Corp. 2.6% Home Depot, Inc. (The) 3.0%

LEGAL MATTERS

Richard J. Wirth, Counsel for PLIC and the Trust, has passed upon certain
legal matters in connection with the issuance of the shares of the Surviving
Series.

ADDITIONAL FINANCIAL INFORMATION

The table below presents certain financial information for the Surviving
Series. The financial highlights for each year ended December 31 are derived
from the Surviving Series' audited financial statements for that year. The
financial highlights for the six months ended June 30, 2002 are unaudited. The
data should be read in conjunction with the audited financial statements and
related notes, which are included in the Statement of Additional Information
related to this Prospectus/Proxy Statement. The financial statements for the
Surviving Series for prior periods are contained in the Surviving Series' Annual
Report to Shareholders which are included in the Statement of Additional
Information related to this Prospectus Proxy/Statement.

FINANCIAL HIGHLIGHTS (UNAUDITED)
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

The financial highlights table is intended to help you understand the
Phoenix-Janus Growth Series' financial performance since inception. 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,
except the six months ended June 30, 2002 which is unaudited. This report and
the Series' financial statement are included in the December 31, 2001 Annual
Report, Semiannual Report for the period ended June 30, 2002 and in the
Statement of Additional Information.

SIX MONTHS ENDED FROM INCEPTION
6/30/02 YEAR ENDED 12/15/99 TO
(UNAUDITED) DECEMBER 31, 12/31/99
------------ --------
2001 2000
---- ----
------------------------------

Net asset value, beginning of period $ 7.16 $ 9.41 $ 10.60 $ 10.00
Income from investment operation
Net investment income (loss) (0.01) (0.02)(5) 0.01 0.01
Net realized and unrealized gain (loss) (1.50) (2.23) (1.19) 0.59
---------------------------------------------------------------------
Total from investment operations (1.51) (2.25) (1.18) 0.60
---------------------------------------------------------------------

Less Distributions
Dividends from net investment income - - (0.01) -
---------------------------------------------------------------------
Total distributions - - (0.01) -
---------------------------------------------------------------------
Change in net asset value (1.51) (2.25) (1.19) 0.60
---------------------------------------------------------------------
Net asset value, end of period $ 5.65 $ 7.16 $ 9.41 $ 10.60
=====================================================================
Total return (21.08)%(2) (23.84)% (11.17)% 6.00%(2)

Ratios/supplemental data:
Net assets, end of period (thousands) $ 69,858 $ 68,743 $ 69,508 $ 3,275
Ratio to average net assets of:
Operating expenses(3) 1.07%(1) 1.00%(4) 1.00% 1.00%(1)
Net investment income (0.20)%(1) (0.26)% 0.15% 1.61%(1)
Portfolio turnover 37%(2) 35% 16% 0%(2)

- ----------

(1) Annualized.

(2) Not annualized.
(3) If the Investment adviser has not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.10%,
1.19%, 1.24% and 17.29% for the periods ended June 30, 2002, December 31,
2001, 2000 and 1999, respectively.
(4) For the period ended December 31, 2001 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.
(5) Computed using average shares outstanding.

FUTURE SHAREHOLDER MEETINGS

As a Massachusetts business trust, the Trust does not hold shareholder
meetings, unless required by the 1940 Act. There will be a Special Meeting of
the Phoenix-Aberdeen New Asia Series Shareholders, January 27, 2003, to consider
a proposal to approve an Agreement and Plan of Reorganization. Other than that
meeting, the Trust does not anticipate holding a meeting of shareholders of the
Series in 2003. Shareholders who wish to present a proposal for action at the
next meeting should submit the proposal to:

Richard J. Wirth
Phoenix Life Insurance Company
PO Box 5056
Hartford, CT 06102-5056

Proposals must be received a reasonable time prior to the date of the
shareholder meeting to be considered for inclusion in the proxy materials for
the meeting. Timely submission of a proposal does not, however, necessarily mean
that the proposal will be submitted for consideration by shareholders.

OTHER BUSINESS

The Board of Trustees of the Trust knows of no business to be brought before
the meeting other than the matters set forth in this Prospectus/Proxy Statement.
Should any other matter requiring a vote of the Merging Series' shareholders
arise, however, the proxies will vote thereon according to their best judgment
in the interests of the Merging Series and the shareholders of the Merging
Series.

By Order of the Board of Trustees,

RICHARD J. WIRTH
Secretary

Hartford, Connecticut
January 23, 2003

APPENDIX A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as
of this 14th day of February, 2003, by and between The Phoenix Edge Series Fund,
a Massachusetts business trust (the "Trust"), with its principal place of
business at 101 Munson Street, Greenfield, Massachusetts 01301, on behalf of the
Phoenix-Janus Growth Series (the "Surviving Series"), a separate series of the
Trust, and the Trust, on behalf of the Phoenix-Van Kampen Focus Equity Series
(the "Merging Series"), another separate series of the Trust.

This Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Section 368(a)(1) of the
United States Internal Revenue Code of 1986, as amended (the "Code"). The
reorganization (the "Reorganization") will consist of the transfer of all of the
assets of the Merging Series to the Surviving Series in exchange solely for
voting shares of beneficial interest of the Surviving Series (the "Surviving
Series Shares"), the assumption by the Surviving Series of all liabilities of
the Merging Series, and the distribution of the Surviving Series Shares to the
shareholders of the Merging Series in complete liquidation of the Merging Series
as provided herein, all upon the terms and conditions hereinafter set forth in
this Agreement.

The Merging Series and the Surviving Series are separate series of the
Trust, an open-end, registered investment company of the management type. The
Merging Series owns securities which generally are assets of the character in
which the Surviving Series is permitted to invest.

The Trustees of the Trust have determined, with respect to the
Surviving Series, that the exchange of all of the assets of the Merging Series
for Surviving Series Shares and the assumption of all liabilities of the Merging
Series by the Surviving Series is in the best interests of the Surviving Series
and its shareholders and that the interests of the existing shareholders of the
Surviving Series would not be diluted as a result of this transaction.

The Trustees of the Trust, have also determined, with respect to the
Merging Series, that the exchange of all of the assets of the Merging Series for
Surviving Series Shares and the assumption of all liabilities of the Merging
Series by the Surviving Series is in the best interests of the Merging Series
and its shareholders and that the interests of the existing shareholders of the
Merging Series would not be diluted as a result of this transaction.

NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter set forth, the parties hereto covenant and agree as
follows:

1. TRANSFER OF ASSETS OF THE MERGING SERIES TO THE SURVIVING SERIES IN
EXCHANGE FOR THE SURVIVING SERIES SHARES, THE ASSUMPTION OF ALL MERGING
SERIES LIABILITIES, THE LIQUIDATION OF THE MERGING SERIES AND THE
RENAMING OF THE SURVIVING SERIES.

1.1 Subject to the requisite approval of the Merging Series
shareholders and the other terms and conditions herein set forth and on the
basis of the representations and warranties contained herein, the Merging Series
agrees to transfer all of the Merging Series' assets, as set forth in paragraph
1.2, to the Surviving Series, and the Surviving Series agrees in exchange
therefor: (i) to deliver to the Merging Series the number of full and fractional
Surviving Series Shares, determined by dividing the value of the Merging Series'
net assets, computed in the manner and as of the time and date set forth in
paragraph 2.1, by the net asset value of one Surviving Series Share, computed in
the manner and as of the time and date set forth in paragraph 2.2; and (ii) to
assume all liabilities of the Merging Series, as set forth in paragraph 1.3.
Such transactions shall take place at the closing provided for in paragraph 3.1
(the "Closing Date").

1.2 The assets of the Merging Series to be acquired by the
Surviving Series shall consist of all assets and property, including, without
limitation, all cash, securities, commodities and futures interests and
dividends or interests receivable, that are owned by the Merging Series, and any
deferred or prepaid expenses shown as an asset on the books of the Merging
Series, on the Closing Date (collectively, the "Assets").

A-1

1.3 The Merging Series will endeavor to discharge all of its known
liabilities and obligations prior to the Closing Date. The Surviving Series
shall also assume all of the liabilities of the Merging Series, whether accrued
or contingent, known or unknown, existing at the Valuation Date, as defined in
paragraph 2.1 (collectively, "Liabilities"). On or as soon as practicable prior
to the Closing Date, the Merging Series will declare and pay to its shareholders
of record one or more dividends and/or other distributions so that it will have
distributed substantially all (and in no event less than 98%) of its investment
company taxable income and realized net capital gain, if any, for the current
taxable year through the Closing Date.

1.4 Immediately after the transfer of Assets provided for in
paragraph 1.1, the Merging Series will distribute to the Merging Series'
shareholders of record, determined as of immediately after the close of business
on the Closing Date (the "Merging Series Shareholders"), on a pro rata basis,
the Surviving Series Shares received by the Merging Series pursuant to paragraph
1.1, and will completely liquidate. Such distribution and liquidation will be
accomplished, with respect to the Merging Series' shares, by the transfer of the
Surviving Series Shares then credited to the account of the Merging Series on
the books of the Surviving Series to open accounts on the share records of the
Surviving Series in the names of the Merging Series Shareholders. The aggregate
net asset value of Surviving Series Shares to be so credited to Merging Series
Shareholders shall be equal to the aggregate net asset value of the Merging
Series shares owned by such shareholders on the Closing Date. All issued and
outstanding shares of the Merging Series will simultaneously be canceled on the
books of the Merging Series.

1.5 Ownership of Surviving Series Shares will be shown on the
books of the Surviving Series or its transfer agent, as defined in paragraph
3.3.

1.6 Any reporting responsibility of the Merging Series including,
but not limited to, the responsibility for filing of regulatory reports, tax
returns, or other documents with the U.S. Securities and Exchange Commission
(the "Commission"), any state securities commission, and any federal, state or
local tax authorities or any other relevant regulatory authority, is and shall
remain the responsibility of the Merging Series.

1.7 On or as soon as practicable after the Closing Date, the Trust
shall rename the Surviving Series "the Phoenix-MFS Investors Growth Stock
Series."

2. VALUATION

2.1 The value of the Assets shall be the value computed as of
immediately after the close of business of the New York Stock Exchange and after
the declaration of any dividends on the Closing Date (such time and date being
hereinafter called the "Valuation Date"), using the valuation procedures
established by the Trust's Board of Trustees, which shall be described in the
then-current prospectus and statement of additional information with respect to
the Surviving Series.

2.2 The net asset value of Surviving Series Shares shall be the
net asset value per share computed as of the Valuation Date, using the valuation
procedures established by the Trust's Board of Trustees which shall be described
in the Surviving Series' then-current prospectus and statement of additional
information.

2.3 The number of Surviving Series Shares to be issued (including
fractional shares, if any) in exchange for the Merging Series' Assets shall be
determined by dividing the value of the net assets with respect to the shares of
the Merging Series determined using the same valuation procedures referred to in
paragraph 2.1, by the net asset value of a Surviving Series Share, determined in
accordance with paragraph 2.2.

2.4 All computations of value shall be made by Phoenix Equity
Planning Corporation, in its capacity as financial agent for the Trust.

3. CLOSING AND CLOSING DATE

3.1 The Closing Date shall be February 17, 2003, or such other
date as the parties may agree. All acts taking place at the closing of the
transaction (the "Closing") shall be deemed to take place simultaneously as of
immediately after the close of business on the Closing Date unless otherwise
agreed to by the parties. The close of business on the Closing Date shall be as
of 4:00 p.m., Eastern Time. The Closing shall be held at the offices of the
Trust or at such other time and/or place as the parties may agree.

A-2

3.2 The Trust shall direct State Street Bank and Trust Company, as
custodian for the Merging Series (the "Custodian"), to deliver, on the next
business day after the Closing, a certificate of an authorized officer stating
that (i) the Assets shall have been delivered in proper form to the Surviving
Series on the next business day following the Closing Date, and (ii) all
necessary taxes in connection with the delivery of the Assets, including all
applicable federal and state stock transfer stamps, if any, have been paid or
provision for payment has been made. The Merging Series' portfolio securities
represented by a certificate or other written instrument shall be presented by
the Merging Series Custodian to the custodian for the Surviving Series for
examination no later than on the next business day following the Closing Date,
and shall be transferred and delivered by the Merging Series on the next
business day following the Closing Date for the account of the Surviving Series
duly endorsed in proper form for transfer in such condition as to constitute
good delivery thereof. The Custodian shall deliver as of the Closing Date by
book entry, in accordance with the customary practices of such depositories and
the Custodian, the Merging Series' portfolio securities and instruments
deposited with a securities depository, as defined in Rule 17f-4 under the
Investment Company Act of 1940, as amended (the "1940 Act"). The cash to be
transferred by the Merging Series shall be delivered by wire transfer of federal
funds on the Closing Date.

3.3 The Trust shall direct the Variable Products Operation unit of
Phoenix Life Insurance Company (the "Transfer Agent"), on behalf of the Merging
Series, to deliver on the next business day following the Closing, a certificate
of an authorized officer stating that its records contain the names and
addresses of the Merging Series Shareholders, and the number and percentage
ownership of outstanding shares owned by each such shareholder immediately prior
to the Closing. The Surviving Series shall issue and deliver a confirmation
evidencing the Surviving Series Shares to be credited on the Closing Date to the
Secretary of the Surviving Series, or provide evidence satisfactory to the
Merging Series that such Surviving Series Shares have been credited to the
Merging Series' account on the books of the Surviving Series. At the Closing
each party shall deliver to the other such bills of sale, checks, assignments,
share certificates, if any, receipts or other documents as such other party or
its counsel may reasonably request.

3.4 In the event that on the Valuation Date (a) the New York Stock
Exchange or another primary trading market for portfolio securities of the
Surviving Series or the Merging Series shall be closed to trading or trading
thereupon shall be restricted, or (b) trading or the reporting of trading on
such Exchange or elsewhere shall be disrupted so that, in the judgment of the
Board of Trustees of the Trust, accurate appraisal of the value of the net
assets of the Surviving Series or the Merging Series, respectively, is
impracticable, the Closing Date shall be postponed until the first Friday after
the day when trading shall have been fully resumed and reporting shall have been
restored.

4. REPRESENTATIONS AND WARRANTIES

4.1 The Trust, on behalf of the Merging Series, represents and
warrants as follows:

(a) The Merging Series is duly organized as a series of the Trust,
which is a business trust duly organized, validly existing and in good standing
under the laws of the Commonwealth of Massachusetts, with power under the
Trust's Declaration of Trust, as amended ("Declaration of Trust"), to own all of
its Assets and to carry on its business as it is now being conducted;

(b) The Trust is a registered investment company classified as a
management company of the open-end type, and its registration with the
Commission as an investment company under the 1940 Act, and the registration of
shares of the Merging Series under the Securities Act of 1933, as amended ("1933
Act"), is in full force and effect;

(c) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by the Merging Series of
the transactions contemplated herein, except such as have been obtained under
the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act")
and the 1940 Act and such as may be required by state securities laws;

(d) The current prospectus and statement of additional information
of the Merging Series and each prospectus and statement of additional
information of the Merging Series used at all times previous to the date of this
Agreement conforms or conformed at the time of its use in all material respects
to the applicable requirements

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of the 1933 Act and the 1940 Act and the rules and regulations of the Commission
thereunder; and does not or did not at the time of its use include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not materially misleading;

(e) On the Closing Date, the Trust, on behalf of the Merging
Series, will have good and marketable title to the Assets and full right, power,
and authority to sell, assign, transfer and deliver such Assets hereunder free
of any liens or other encumbrances, and upon delivery and payment for such
Assets; the Trust, on behalf of the Surviving Series, will acquire good and
marketable title thereto, subject to no restrictions on the full transfer
thereof, including such restrictions as might arise under the 1933 Act, other
than as disclosed to the Surviving Series;

(f) The Merging Series is not engaged currently, and the
execution, delivery and performance of this Agreement will not result, in (i) a
material violation of the Trust's Declaration of Trust or of any agreement,
indenture, instrument, contract, lease or other undertaking to which the Trust
on behalf of the Merging Series is a party or by which it is bound, or (ii) the
acceleration of any obligation, or the imposition of any penalty, under any
agreement, indenture, instrument, contract, lease, judgment or decree to which
the Trust on behalf of the Merging Series is a party or by which it is bound;

(g) All material contracts or other commitments of the Merging
Series (other than this Agreement and certain investment contracts, including
options, futures and forward contracts) will terminate without liability to the
Merging Series on or prior to the Closing Date;

(h) Except as otherwise disclosed in writing to and accepted by
the Trust, on behalf of the Surviving Series, no litigation or administrative
proceeding or investigation of or before any court or governmental body is
presently pending or, to its knowledge, threatened against the Trust on behalf
of the Merging Series or any of its properties or assets that, if adversely
determined, would materially and adversely affect its financial condition or the
conduct of its business. The Trust, on behalf of the Merging Series, knows of no
facts which might form the basis for the institution of such proceedings and is
not a party to or subject to the provisions of any order, decree or judgment of
any court or governmental body which materially and adversely affects its
business or its ability to consummate the transactions herein contemplated;

(i) The Statement of Assets and Liabilities, Statements of
Operations and Changes in Net Assets, and Schedule of Investments of the Merging
Series at December 31, 2001, have been audited by PricewaterhouseCoopers, LLP
("PwC"), independent accountants, and are in accordance with generally accepted
accounting principles ("GAAP") consistently applied, and such statements (copies
of which have been furnished to the Surviving Series) present fairly, in all
material respects, the financial condition of the Merging Series as of such date
in accordance with GAAP, and there are no known contingent liabilities of the
Merging Series required to be reflected on a balance sheet (including the notes
thereto) in accordance with GAAP as of such date not disclosed therein;

(j) Since December 31, 2001, there has not been any material
adverse change in the Merging Series' financial condition, assets, liabilities
or business, other than changes occurring in the ordinary course of business, or
any incurrence by the Merging Series of indebtedness maturing more than one year
from the date such indebtedness was incurred, except as otherwise disclosed to
and accepted by the Surviving Series. For the purposes of this subparagraph (j),
a decline in net asset value per share of the Merging Series due to declines in
market values of securities in the Merging Series' portfolio, the discharge of
Merging Series liabilities, or the redemption of Merging Series Shares by
shareholders of the Merging Series shall not constitute a material adverse
change;

(k) On the Closing Date, all Federal and other tax returns,
dividend reporting forms, and other tax-related reports of the Merging Series
required by law to have been filed by such date (including any extensions) shall
have been filed and are or will be correct in all material respects, and all
Federal and other taxes shown as due or required to be shown as due on said
returns and reports shall have been paid or provision shall have been made for
the payment thereof, and to the best of the Merging Series' knowledge, no such
return is currently under audit and no assessment has been asserted with respect
to such returns;

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(l) For each taxable year of its operation (including the taxable
year ending on the Closing Date), the Merging Series has met (or will meet) the
requirements of Subchapter M of the Code for qualification as a regulated
investment company, has been (or will be) eligible to and has computed (or will
compute) its federal income tax under Section 852 of the Code, and will have
distributed all of its investment company taxable income and net capital gain
(as defined in the Code) that has accrued through the Closing Date, and before
the Closing Date will have declared dividends sufficient to distribute all of
its investment company taxable income and net capital gain for the period ending
on the Closing Date;

(m) All issued and outstanding shares of the Merging Series are,
and on the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable and have been offered and sold in every state and the
District of Columbia in compliance in all material respects with applicable
registration requirements of the 1933 Act and state securities laws. All of the
issued and outstanding shares of the Merging Series will, at the time of
Closing, be held by the persons and in the amounts set forth in the records of
the Transfer Agent, on behalf of the Merging Series, as provided in paragraph
3.3. The Merging Series does not have outstanding any options, warrants or other
rights to subscribe for or purchase any of the shares of the Merging Series, nor
is there outstanding any security convertible into any of the Merging Series
shares;

(n) The execution, delivery and performance of this Agreement will
have been duly authorized prior to the Closing Date by all necessary action, if
any, on the part of the Trustees of the Trust, on behalf of the Merging Series,
and, subject to the approval of the shareholders of the Merging Series, this
Agreement will constitute a valid and binding obligation of the Merging Series,
enforceable in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization, moratorium and other laws relating to or
affecting creditors' rights and to general equity principles;

(o) The information to be furnished by the Merging Series for use
in registration statements, proxy materials and other documents filed or to be
filed with any federal, state or local regulatory authority (including the
National Association of Securities Dealers, Inc.), which may be necessary in
connection with the transactions contemplated hereby, shall be accurate and
complete in all material respects and shall comply in all material respects with
Federal securities and other laws and regulations thereunder applicable thereto;
and

(p) The proxy statement of the Merging Series (the "Proxy
Statement") to be included in the Registration Statement referred to in
paragraph 5.6, insofar as it relates to the Merging Series, will, on the
effective date of the Registration Statement and on the Closing Date (i) not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which such statements were made, not materially
misleading provided, however, that the representations and warranties in this
subparagraph (p) shall not apply to statements in or omissions from the Proxy
Statement and the Registration Statement made in reliance upon and in conformity
with information that was furnished by the Surviving Series for use therein, and
(ii) comply in all material respects with the provisions of the 1933 Act, the
1934 Act and the 1940 Act and the rules and regulations thereunder.

4.2 The Trust, on behalf of the Surviving Series, represents and
warrants as follows:

(a) The Surviving Series is duly organized as a series of the
Trust, which is a business trust duly organized, validly existing and in good
standing under the laws of the Commonwealth of Massachusetts with power under
the Trust's Declaration of Trust to own all of its Assets and to carry on its
business as it is now being conducted;

(b) The Trust is a registered investment company classified as a
management company of the open-end type, and its registration with the
Commission as an investment company under the 1940 Act and the registration of
shares of the Surviving Series under the 1933 Act, is in full force and effect;

(c) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by the Surviving Series
of the transactions contemplated herein, except such as have been obtained under
the 1933 Act, the 1934 Act and the 1940 Act and such as may be required by state
securities laws;

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(d) The current prospectus and statement of additional information
of the Surviving Series and each prospectus and statement of additional
information of the Surviving Series used during the three years previous to the
date of this Agreement conforms or conformed at the time of its use in all
material respects to the applicable requirements of the 1933 Act and the 1940
Act and the rules and regulations of the Commission thereunder and does not or
did not at the time of its use include any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not materially misleading;

(e) On the Closing Date, the Trust, on behalf of the Surviving
Series will have good and marketable title to the Surviving Series' assets, free
of any liens of other encumbrances, except those liens or encumbrances as to
which the Merging Series has received notice and necessary documentation at or
prior to the Closing;

(f) The Surviving Series is not engaged currently, and the
execution, delivery and performance of this Agreement will not result, in (i) a
material violation of the Trust's Declaration of Trust or of any agreement,
indenture, instrument, contract, lease or other undertaking to which the Trust
on behalf of the Surviving Series is a party or by which it is bound, or (ii)
the acceleration of any obligation, or the imposition of any penalty, under any
agreement, indenture, instrument, contract, lease, judgment or decree to which
the Trust on behalf of the Surviving Series is a party or by which it is bound;

(g) Except as otherwise disclosed in writing to and accepted by
the Trust, on behalf of the Merging Series, no litigation or administrative
proceeding or investigation of or before any court or governmental body is
presently pending or, to its knowledge, threatened against the Trust on behalf
of the Surviving Series or any of the Surviving Series' properties or assets
that, if adversely determined, would materially and adversely affect the
Surviving Series' financial condition or the conduct of the Surviving Series'
business. The Trust on behalf of the Surviving Series knows of no facts which
might form the basis for the institution of such proceedings and is not a party
to or subject to the provisions of any order, decree or judgment of any court or
governmental body which materially and adversely affects the Surviving Series'
business or the Surviving Series' ability to consummate the transactions herein
contemplated;

(h) The Statement of Assets and Liabilities, Statements of
Operations and Changes in Net Assets and Schedule of Investments of the
Surviving Series at December 31, 2001, have been audited by PwC, independent
accountants, and are in accordance with GAAP consistently applied, and such
statements (copies of which have been furnished to the Merging Series) present
fairly, in all material respects, the financial condition of the Surviving
Series as of such date in accordance with GAAP, and there are no known
contingent liabilities of the Surviving Series required to be reflected on a
balance sheet (including the notes thereto) in accordance with GAAP as of such
date not disclosed therein;

(i) Since December 31, 2001, there has not been any material
adverse change in the Surviving Series' financial condition, assets, liabilities
or business, other than changes occurring in the ordinary course of business, or
any incurrence by the Surviving Series of indebtedness maturing more than one
year from the date such indebtedness was incurred, except as otherwise disclosed
to and accepted by the Merging Series. For purposes of this subparagraph (i), a
decline in net asset value per share of the Surviving Series due to declines in
market values of securities in the Surviving Series' portfolio, the discharge of
Surviving Series liabilities, or the redemption of Surviving Series Shares by
shareholders of the Surviving Series, shall not constitute a material adverse
change;

(j) On the Closing Date, all Federal and other tax returns,
dividend reporting forms, and other tax-related reports of the Surviving Series
required by law to have been filed by such date (including any extensions) shall
have been filed and are or will be correct in all material respects, and all
Federal and other taxes shown as due or required to be shown as due on said
returns and reports shall have been paid or provision shall have been made for
the payment thereof, and to the best of the Surviving Series' knowledge no such
return is currently under audit and no assessment has been asserted with respect
to such returns;

(k) For each taxable year of its operation (including the taxable
year including the Closing Date), the Surviving Series has met (or will meet)
the requirements of Subchapter M of the Code for qualification as a

A-6

regulated investment company has been eligible to and has computed (or will
compute) its federal income tax under Section 852 of the Code;

(l) All issued and outstanding Surviving Series Shares are, and on
the Closing Date will be, duly and validly issued and outstanding, fully paid
and non-assessable (recognizing that, under Massachusetts law, it is
theoretically possible that shareholders of the Merging Series could, under
certain circumstances, be held personally liable for obligations of the Merging
Series) and have been offered and sold in every state and the District of
Columbia in compliance in all material respects with applicable registration
requirements of the 1933 Act. The Surviving Series does not have outstanding any
options, warrants or other rights to subscribe for or purchase any Surviving
Series Shares, nor is there outstanding any security convertible into any
Surviving Series Shares;

(m) The execution, delivery and performance of this Agreement will
have been fully authorized prior to the Closing Date by all necessary action, if
any, on the part of the Trustees of the Trust on behalf of the Surviving Series
and this Agreement will constitute a valid and binding obligation of the Trust
on behalf of the Surviving Series, enforceable in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization,
moratorium and other laws relating to or affecting creditors' rights and to
general equity principles;

(n) Surviving Series Shares to be issued and delivered to the
Merging Series, for the account of the Merging Series Shareholders, pursuant to
the terms of this Agreement, will on the Closing Date have been duly authorized
and, when so issued and delivered, will be duly and validly issued Surviving
Series Shares, and will be fully paid and non-assessable (recognizing that,
under Massachusetts law, it is theoretically possible that shareholders of the
Merging Series could, under certain circumstances, be held personally liable for
obligations of the Merging Series);

(o) The information to be furnished by the Trust for use in the
registration statements, proxy materials and other documents that may be
necessary in connection with the transactions contemplated hereby shall be
accurate and complete in all material respects and shall comply in all material
respects with Federal securities and other laws and regulations applicable
thereto; and

(p) That insofar as it relates to the Surviving Series, the
Registration Statement relating to the Surviving Series Shares issuable
hereunder, and the proxy materials of the Merging Series to be included in the
Registration Statement, and any amendment or supplement to the foregoing, will,
from the effective date of the Registration Statement through the date of the
meeting of shareholders of the Merging Series contemplated therein (i) not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which such statements were made, not misleading
provided, however, that the representations and warranties in this subparagraph
(p) shall not apply to statements in or omissions from the Registration
Statement made in reliance upon and in conformity with information that was
furnished by the Merging Series for use therein, and (ii) comply in all material
respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and
the rules and regulations thereunder.

5. COVENANTS OF THE TRUST ON BEHALF OF THE SURVIVING SERIES AND THE
MERGING SERIES

5.1 The Surviving Series and the Merging Series each will operate
its business in the ordinary course between the date hereof and the Closing
Date, it being understood that such ordinary course of business will include the
declaration and payment of customary dividends and distributions, and any other
distribution that may be advisable.

5.2 The Trust will call a meeting of the shareholders of the
Merging Series to consider and act upon this Agreement and to take all other
action necessary to obtain approval of the transactions contemplated herein.

5.3 The Merging Series covenants that the Surviving Series Shares
to be issued hereunder are not being acquired for the purpose of making any
distribution thereof, other than in accordance with the terms of this Agreement.

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5.4 Subject to the provisions of this Agreement, the Surviving
Series and the Merging Series will each take, or cause to be taken, all action,
and do or cause to be done, all things reasonably necessary, proper or advisable
to consummate and make effective the transactions contemplated by this
Agreement.

5.5 As soon as is reasonably practicable after the Closing, the
Merging Series will make a liquidating distribution to its shareholders
consisting of the Surviving Series Shares received at the Closing.

5.6 The Surviving Series and the Merging Series shall each use its
reasonable best efforts to fulfill or obtain the fulfillment of the conditions
precedent to effect the transactions contemplated by this Agreement as promptly
as practicable.

5.7 The Trust, on behalf of the Merging Series, covenants that it
will, from time to time, as and when reasonably requested by the Trust on behalf
of the Surviving Series, execute and deliver or cause to be executed and
delivered all such assignments and other instruments, and will take or cause to
be taken such further action as the Trust on behalf of the Surviving Series may
reasonably deem necessary or desirable in order to vest in and confirm (a) the
Trust's, on behalf of the Merging Series', title to and possession of the
Surviving Series Shares to be delivered hereunder, and (b) the Trust's, on
behalf of the Surviving Series', title to and possession of all the assets, and
to carry out the intent and purpose of this Agreement.

5.8 The Surviving Series will use all reasonable efforts to obtain
the approvals and authorizations required by the 1933 Act, the 1940 Act and such
of the state blue sky or securities laws as may be necessary in order to
continue its operations after the Closing Date.

6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE MERGING SERIES

The obligations of the Trust, on behalf of the Merging Series, to
consummate the transactions provided for herein shall be subject, at the Trust's
election, to the performance by the Trust, on behalf of the Surviving Series, of
all the obligations to be performed by it hereunder on or before the Closing
Date, and, in addition thereto, the following further conditions:

6.1 All representations and warranties of the Trust, on behalf of
the Surviving Series, contained in this Agreement shall be true and correct in
all material respects as of the date hereof and, except as they may be affected
by the transactions contemplated by this Agreement, as of the Closing Date, with
the same force and effect as if made on and as of the Closing Date;

6.2 The Trust, on behalf of the Surviving Series, shall have
performed all of the covenants and complied with all of the provisions required
by this Agreement to be performed or complied with by the Trust, on behalf of
the Surviving Series on or before the Closing Date;

6.3 The Merging Series and the Surviving Series shall have agreed
on the number of full and fractional Surviving Series Shares to be issued in
connection with the Reorganization after such number has been calculated in
accordance with paragraph 1.1.

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING SERIES

The obligations of the Trust, on behalf of the Surviving Series, to
complete the transactions provided for herein shall be subject, at the Trust's
election, to the performance by the Trust, on behalf of the Merging Series, of
all of the obligations to be performed by it hereunder on or before the Closing
Date and, in addition thereto, the following conditions:

7.1 All representations and warranties of the Trust, on behalf of
the Merging Series, contained in this Agreement shall be true and correct in all
material respects as of the date hereof and, except as they may be affected by
the transactions contemplated by this Agreement, as of the Closing Date, with
the same force and effect as if made on and as of the Closing Date;

A-8

7.2 The Trust shall have delivered to the Surviving Series a
statement of the Merging Series' assets and liabilities, as of the Closing Date,
certified by the Treasurer of the Trust;

7.3 The Trust, on behalf of the Merging Series, shall have
performed all of the covenants and complied with all of the provisions required
by this Agreement to be performed or complied with by Trust, on behalf of the
Merging Series, on or before the Closing Date;

7.4 The Merging Series and the Surviving Series shall have agreed
on the number of full and fractional Surviving Series Shares to be issued in
connection with the Reorganization after such number has been calculated in
accordance with paragraph 1.1; and

7.5 The Merging Series shall have declared and paid a distribution
or distributions prior to the Closing that, together with all previous
distributions, shall have the effect of distributing to its shareholders (i) all
of its investment company taxable income and all of its net realized capital
gains, if any, for the period from the close of its last fiscal year to 4:00
p.m. Eastern time on the Closing; and (ii) any undistributed investment company
taxable income and net realized capital gains from any period to the extent not
otherwise already distributed.

8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING SERIES AND
THE MERGING SERIES

If any of the conditions set forth below have not been satisfied on or
before the Closing Date with respect to the Trust, on behalf of the Merging
Series, or the Trust, on behalf of the Surviving Series, the other party to this
Agreement shall, at its option, not be required to consummate the transactions
contemplated by this Agreement:

8.1 The Agreement and the transactions contemplated herein shall
have been approved by the requisite vote of the holders of the outstanding
shares of the Merging Series in accordance with the provisions of the Trust's
Declaration of Trust, applicable Massachusetts law and the 1940 Act.
Notwithstanding anything herein to the contrary, neither the Trust may waive the
conditions set forth in this paragraph 8.1;

8.2 On the Closing Date no action, suit or other proceeding shall
be pending or, to its knowledge, threatened before any court or governmental
agency in which it is sought to restrain or prohibit, or obtain damages or other
relief in connection with, this Agreement or the transactions contemplated
herein;

8.3 All consents of other parties and all other consents, orders
and permits of Federal, state and local regulatory authorities deemed necessary
by the Trust to permit consummation, in all material respects, of the
transactions contemplated hereby shall have been obtained, except where failure
to obtain any such consent, order or permit would not involve a risk of a
material adverse effect on the assets or properties of the Surviving Series or
the Merging Series, provided that either party hereto may for itself waive any
of such conditions;

8.4 The Registration Statement shall have become effective under
the 1933 Act and no stop orders suspending the effectiveness thereof shall have
been issued and, to the best knowledge of the parties hereto, no investigation
or proceeding for that purpose shall have been instituted or be pending,
threatened or contemplated under the 1933 Act; and

8.5 The parties shall have received the opinion of McDermott, Will
& Emery, counsel to the Trust, addressed to the Trust substantially to the
effect that, based upon certain facts, assumptions, and representations, the
transaction contemplated by this Agreement, shall for federal income tax
purposes, qualify as a tax free reorganization described in Section 368(a) of
the Code. The delivery of such opinion is conditioned upon receipt of
representations it shall request of the Trust. Notwithstanding anything herein
to the contrary, the Trust may not waive the condition set forth in this
paragraph 8.5.

9. BROKERAGE FEES AND EXPENSES

9.1 The Company on behalf of the Merging Series and the Trust on
behalf of the Surviving Series represent and warrant to each other that there
are no brokers or finders entitled to receive any payments in connection with
the transactions provided for herein.

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9.2 The expenses relating to the proposed Reorganization will be
borne by Phoenix Life Insurance Company. The costs of the Reorganization shall
include, but not be limited to, costs associated with obtaining any necessary
order of exemption from the 1940 Act, preparation of the Registration Statement,
printing and distributing the Surviving Series' prospectus and the Merging
Series' proxy materials, legal fees, accounting fees, securities registration
fees, and expenses of holding shareholders' meetings. Notwithstanding any of the
foregoing, expenses will in any event be paid by the party directly incurring
such expenses if and to the extent that the payment by another person of such
expenses would result in the disqualification of such party as a "regulated
investment company" within the meaning of Section 851 of the Code.

10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

10.1 The Trust has not made any representation, warranty or
covenant not set forth herein; this Agreement constitutes the entire agreement
between the parties.

10.2 The representations, warranties and covenants contained in
this Agreement or in any document delivered pursuant hereto or in connection
herewith shall survive the consummation of the transactions contemplated
hereunder. The covenants to be performed after the Closing shall survive the
Closing.

11. TERMINATION

This Agreement may be terminated and the transactions contemplated
hereby may be abandoned by either party by (i) mutual agreement of the parties,
or (ii) by either party if the Closing shall not have occurred on or before June
30, 2003, unless such date is extended by mutual agreement of the parties, or
(iii) by either party if the other party shall have materially breached its
obligations under this Agreement or made a material and intentional
misrepresentation herein or in connection herewith. In the event of any such
termination, this Agreement shall become void and there shall be no liability
hereunder on the part of any party or their respective Trustees or officers,
except for any such material breach or intentional misrepresentation, as to each
of which all remedies at law or in equity of the party adversely affected shall
survive.

12. AMENDMENTS

This Agreement may be amended, modified or supplemented in such manner
as may be deemed necessary or advisable by the authorized officers of the Trust;
provided, however, that following the meeting of the shareholders of the Merging
Series called by the Merging Series pursuant to paragraph 5.2 of this Agreement,
no such amendment may have the effect of changing the provisions for determining
the number of the Surviving Series Shares to be issued to the Merging Series
Shareholders under this Agreement to the detriment of such shareholders without
their further approval.

13. NOTICES

Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by
facsimile, personal service or prepaid or certified mail addressed to The
Phoenix Edge Series Fund, One American Row, Hartford, CT 06102-5056, Attn:
Richard J. Wirth, Esq.

14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF
LIABILITY

14.1 The Article and paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

14.2 This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.

14.3 This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts without regard to
its principles of conflicts of laws.

14.4 This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall

A-10

be construed to confer upon or give any person, firm or corporation, other than
the parties hereto and their respective successors and assigns, any rights or
remedies under or by reason of this Agreement.

14.5 It is expressly agreed that the obligations of the parties
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents, or employees of the Trust personally, but shall bind only the
trust property of the Surviving Series, as provided in the Declaration of Trust
of the Trust. The execution and delivery by such officers shall not be deemed to
have been made by any of them individually or to impose any liability on any of
them personally, but shall bind only the trust property of such party as
provided in the Declaration of Trust.

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its President or Vice President and its seal to be
affixed thereto and attested by its Secretary or Assistant Secretary.

Attest: THE PHOENIX EDGE SERIES FUND ON BEHALF OF ITS
PHOENIX-VAN KAMPEN FOCUS EQUITY SERIES

__________________________________ By: _______________________________
SECRETARY
Title: _______________________________

Attest: THE PHOENIX EDGE SERIES FUND ON BEHALF OF ITS
PHOENIX-JANUS GROWTH SERIES

__________________________________ By: _______________________________
SECRETARY
Title: _______________________________

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APPENDIX B

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as
of this 14th day of February, 2003, by and between The Phoenix Edge Series Fund,
a Massachusetts business trust (the "Trust"), with its principal place of
business at 101 Munson Street, Greenfield, Massachusetts 01301, on behalf of the
Phoenix-Janus Growth Series (the "Surviving Series"), a separate series of the
Trust, and the Trust, on behalf of the Phoenix-MFS Investors Growth Stock Series
(the "Merging Series"), another separate series of the Trust.

NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter set forth, the parties hereto covenant and agree as
follows:

B-1

1.5 Ownership of Surviving Series Shares will be shown on the
books of the Surviving Series or its transfer agent, as defined in paragraph
3.3.

1.7 On or as soon as practicable after the Closing Date, the Trust
shall rename the Surviving Series "the Phoenix-MFS Investors Growth Stock
Series."

2. VALUATION

2.4 All computations of value shall be made by Phoenix Equity
Planning Corporation, in its capacity as financial agent for the Trust.

3. CLOSING AND CLOSING DATE

B-2

4. REPRESENTATIONS AND WARRANTIES

4.1 The Trust, on behalf of the Merging Series, represents and
warrants as follows:

B-3

B-4

4.2 The Trust, on behalf of the Surviving Series, represents and
warrants as follows:

(b) The Trust is a registered investment company classified as a
management company of the open-end type, and its registration with the
Commission as an investment company under the 1940 Act and the registration of
shares of the Surviving Series under the 1933 Act, is in full force and effect;

B-5

B-6

regulated investment company has been eligible to and has computed (or will
compute) its federal income tax under Section 852 of the Code;

5. COVENANTS OF THE TRUST ON BEHALF OF THE SURVIVING SERIES AND THE
MERGING SERIES

B-7

6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE MERGING SERIES

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING SERIES

B-8

7.2 The Trust shall have delivered to the Surviving Series a
statement of the Merging Series' assets and liabilities, as of the Closing Date,
certified by the Treasurer of the Trust;

7.3. The Trust, on behalf of the Merging Series, shall have
performed all of the covenants and complied with all of the provisions required
by this Agreement to be performed or complied with by Trust, on behalf of the
Merging Series, on or before the Closing Date;

8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING SERIES AND
THE MERGING SERIES

9. BROKERAGE FEES AND EXPENSES

B-9

10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

10.1 The Trust has not made any representation, warranty or
covenant not set forth herein; this Agreement constitutes the entire agreement
between the parties.

11. TERMINATION

12. AMENDMENTS

13. NOTICES

14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF
LIABILITY

14.1 The Article and paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

14.2 This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.

14.3 This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts without regard to
its principles of conflicts of laws.

B-10

Attest: THE PHOENIX EDGE SERIES FUND ON BEHALF OF ITS
PHOENIX-JANUS GROWTH SERIES

__________________________________ By: _______________________________
SECRETARY
Title: _______________________________

Attest: THE PHOENIX EDGE SERIES FUND ON BEHALF OF ITS PHOENIX-MFS
INVESTORS GROWTH STOCK SERIES

__________________________________ By: _______________________________
SECRETARY
Title: _______________________________

B-11

PART B

ACQUISITION OF THE ASSETS OF

PHOENIX-VAN KAMPEN FOCUS EQUITY SERIES
AND

PHOENIX-MFS INVESTORS GROWTH STOCK SERIES
BY AND IN EXCHANGE FOR SHARES OF PHOENIX-JANUS GROWTH SERIES

ALL SERIES OF
THE PHOENIX EDGE SERIES FUND

STATEMENT OF ADDITIONAL INFORMATION

101 Munson Street January 23, 2003
Greenfield, Massachusetts 01301
(800) 541-0171

This Statement of Additional Information, relating specifically to
the proposed transfer of all of the assets and all the liabilities of
Phoenix-Van Kampen Focus Equity Series (the "Phoenix Van Kampen Focus Equity
Merging Series") and Phoenix-MFS Investors Growth Stock Series (the "Phoenix-MFS
Investors Growth Stock Merging Series") all series of The Phoenix Edge Series
Fund to the Phoenix-Janus Growth Stock Series (the "Surviving Series") each a
series of The Phoenix Edge Series Fund, consists of this cover page and the
following described documents, each of which is attached and incorporated:

1) the Statement of Additional Information of The Phoenix Edge Series Fund
dated August 9, 2002, as supplemented (Registration No. 33-5033);

2) the Annual Report of The Phoenix Edge Series Fund for the year ended
December 31, 2001;

3) Semiannual Report of The Phoenix Edge Series Fund for the six-month
period ended June 30, 2002; and

4) the Pro Forma Financial Statements.

This Statement of Additional Information, which is not a prospectus,
supplements, and should be read in conjunction with, the Prospectus/Proxy
Statement dated January 23, 2003. A copy of the Prospectus/Proxy Statement may
be obtained without charge by calling Variable Products Operations ("VPO") at
800-541-0171 or by writing to Phoenix Variable Products Mail Operations at PO
Box 8027, Boston, Massachusetts 02266-8027.

THE PHOENIX EDGE SERIES FUND

SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION DATED AUGUST 9, 2002

The Board of Trustees of The Phoenix Edge Series Fund (the "Fund") has accepted
the resignation of Timothy P. Shriver as a Trustee of the Fund. All references
in the Statement of Additional Information to Timothy P. Shriver no longer
apply.

Dated: November 11, 2002 Please keep this supplement for future reference.

TF800

THE PHOENIX EDGE SERIES FUND

HOME OFFICE: PHOENIX VARIABLE PRODUCTS
101 Munson Street MAIL OPERATIONS ("VPMO"):
Greenfield, Massachusetts PO Box 8027
Boston, MA 02266-8027

STATEMENT OF ADDITIONAL INFORMATION

August 9, 2002

This Statement of Additional Information ("SAI") is not a prospectus. Much
of the information contained in this SAI expands upon subjects discussed in the
current prospectus for The Phoenix Edge Series Fund (the "Fund") dated August 9,
2002 (hereinafter called the "prospectus"). Accordingly, the SAI should be read
together with the prospectus, which may be obtained free of charge by calling
Variable Products Operations ("VPO") at 800/541-0171 or by writing to VPMO at
the address above. The financial statements can be found in the Fund's Annual
and Semiannual Reports to shareholders, which are incorporated by reference.
Copies of the Annual and Semiannual Reports have been delivered to shareholders
and are available without charge, upon request. The contents of this SAI are
incorporated by reference in the prospectus in their entirety.

TABLE OF CONTENTS

PAGE
----

The Fund ............................................................. 2

Permitted Investments and Risk Factors ............................... 2

Additional Investment Policies of Certain Series...................... 21

Investment Restrictions............................................... 26

Portfolio Turnover.................................................... 27

Management of the Fund ............................................... 28

The Investment Advisors and Subadvisors............................... 33

Custodian ............................................................ 40

Foreign Custodian .................................................... 41

Independent Accountants .............................................. 41

Financial Agent....................................................... 41

Code of Ethics........................................................ 41

Brokerage Allocation ................................................. 41

Determination of Net Asset Value ..................................... 42

Investing in the Fund ................................................ 43

Redemption of Shares ................................................. 43

Taxes ................................................................ 43

Disclaimer............................................................ 44

Financial Statements ................................................. 45

Appendix.............................................................. 46

THE FUND
- --------------------------------------------------------------------------------

The Fund is an open-end, management investment company as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), currently offering
37 series. It was formed on February 18, 1986 as a Massachusetts business trust
and commenced operations on December 5, 1986. All of the series described in
this SAI are classified as diversified under the 1940 Act, except for the
following series which are non-diversified: Phoenix-Deutsche Dow 30 Series,
Phoenix-Deutsche Nasdaq-100 Index(R) Series, Phoenix-Duff & Phelps Real Estate
Securities Series, and Phoenix-Van Kampen Focus Equity Series. Shares in each
series of the Fund are available to the following insurance company separate
accounts:

[diamond] The Phoenix Life Variable Accumulation Account, a separate account
of Phoenix Life Insurance Company ("Phoenix") established on
June 21, 1982;

[diamond] The Phoenix Life Variable Universal Life Account, a separate account
of Phoenix established on June 17, 1985;

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

[diamond] The PHL Variable Universal Life Account, a separate account of PHL
Variable established on September 10, 1998;

[diamond] The Phoenix Life and Annuity Variable Universal Life Account, a
separate account of Phoenix Life and Annuity Company ("PLAC")
established on July 1, 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 all of the shares of the Fund.

PERMITTED INVESTMENTS AND RISK FACTORS
- --------------------------------------------------------------------------------
The investment objectives, principal investment strategies and principal
risks are set forth in the prospectus. The following supplements that
information.

All of the series described in this SAI may invest in the following
investments unless specifically noted otherwise. Additional information
detailing investment policies that apply to one or more individual series is set
forth below and is intended to supplement information in the prospectus. Any
percentage limitations noted are based on market value at the time of
investment.

Unless otherwise stated in the prospectus, many investment techniques are
discretionary. That means the advisors or subadvisors may elect to engage or not
engage in the various techniques at their sole discretion. Investors should not
assume that any particular discretionary investment technique or strategy will
be employed at all times, or ever employed.

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.

BRADY BONDS
Brady Bonds are securities created through the exchange of existing
commercial bank loans to public and private entities in certain emerging markets
for new bonds in connection with debt restructurings under a debt restructuring
plan introduced by former U.S. Secretary of the Treasury, Nicholas F. Brady (the
"Brady Plan"). Brady Plan debt restructurings have been implemented to date in
Argentina, Brazil, Bulgaria, Costa Rica, Croatia, Dominican Republic, Ecuador,
Jordan, Mexico, Morocco, Nigeria, Panama, Peru, the Philippines, Poland,
Slovenia, Uruguay and Venezuela. Brady Bonds have been issued only recently, and
for that reason do not have a long payment history. Brady Bonds may be
collateralized or uncollateralized, are issued in various currencies (but
primarily the U.S. dollar) and are actively traded in over-the-counter secondary
markets. U.S. dollar-denominated, collateralized Brady Bonds, which may be fixed
rate bonds or floating-rate bonds, are generally collateralized in full as to
principal by U.S. Treasury zero coupon bonds having the same maturity as the
bonds. Brady Bonds are often viewed as having three or four valuation
components: the collateralized repayment of principal at final maturity; the
collateralized interest payments; the uncollateralized interest payments; and
any uncollateralized repayment of principal at maturity (these uncollateralized
amounts constituting the "residual risk"). In light of the residual risk of
Brady Bonds and the history of defaults of countries issuing Brady Bonds with
respect to commercial bank loans by public and private entities, investments in
Brady Bonds may be viewed as speculative.

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.

COMMERCIAL BANK OBLIGATIONS
For the purposes of each series' investment policies with respect to bank
obligations, obligations of foreign branches of U.S. banks and of foreign banks
are obligations of the issuing bank and may be general obligations of the parent
bank. Such obligations, however, may be limited by the terms of a specific
obligation and by government regulation. As with investment in non-U.S.

securities in general, investments in the obligations of foreign branches
of U.S. banks and of foreign banks may subject the series to investment risks
that are different in some respects from those of investments in obligations of
domestic issuers. Although a series typically will acquire obligations issued
and supported by the credit of U.S. or foreign banks having total assets at the
time of purchase of $1 billion or more, this $1 billion figure is not an
investment policy or restriction of any series. For the purposes of calculation
with respect to the $1 billion figure, the assets of a bank will be deemed to
include the assets of its U.S. and non-U.S. branches.

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 maturity at the time of issuance not exceeding
9 months.

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 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 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.

CORPORATE ASSET-BACKED SECURITIES
Corporate asset-backed securities, issued by trusts and special purpose
corporations, are backed by a pool of assets, such as credit card and automobile
loan receivables, representing the obligations of a number of different parties.
These securities present certain risks. For instance, in the case of credit card
receivables, these securities may not have the benefit of any security interest
in the related collateral. Credit card receivables are generally unsecured and
the debtors are entitled to the protection of a number of state and federal
consumer credit laws, many of which give such debtors the right to set off
certain amounts owed on the credit cards, thereby reducing the balance due. Most
issuers of automobile receivables permit the servicers to retain possession of
the underlying obligations. If the servicer were to sell these obligations to
another party, there is a risk that the purchaser would acquire an interest
superior to that of the holders of the related automobile receivables. In
addition, because of the large number of vehicles involved in a typical issuance
and technical requirements under state laws, the trustee for the holders of the
automobile receivables may not have a proper security interest in all of the
obligations backing such receivables. Therefore, there is the possibility that
recoveries on repossessed collateral may not, in some cases, be available to
support payments on these securities. The underlying assets (e.g., loans) are
also subject to prepayments which shorten the securities weighted average life
and may lower their return.

Corporate asset-backed securities are backed by a pool of assets
representing the obligations of a number of different parties. To lessen the
effect of failures by obligors on underlying assets to make payments, the
securities may contain elements of credit support which fall into two
categories: (i) liquidity protection and (ii) protection against losses
resulting from ultimate default by an obligor on the underlying assets.
Liquidity protection refers to the provision of advances, generally by the
entity administering the pool of assets, to ensure that the receipt of payments
on the underlying pool occurs in a timely fashion. Protection against losses
resulting from ultimate default ensures payment through insurance policies or
letters of credit obtained by the issuer or sponsor from third parties. The
series will not pay any additional or separate fees for credit support. The
degree of credit support provided for each issue is generally based on
historical information respecting the level of credit risk associated with the
underlying assets. Delinquency or loss in excess of that anticipated or failure
of the credit support could adversely affect the return on an investment in such
a security.

CORPORATE SECURITIES
The series may invest in debt securities, such as convertible and
non-convertible bonds, notes and debentures, issued by corporations, limited
partnerships and other similar entities.

DEBT SECURITIES
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.

DEPOSITARY RECEIPTS
Each series may hold foreign securities. Such investments may include
American Depositary Receipts ("ADRs"), American Depositary Shares ("ADSs"),
Global Depositary Receipts ("GDRs") and European Depositary Receipts ("EDRs").
ADRs and ADSs typically are issued by an American bank or trust company and
evidence ownership of underlying securities issued by a foreign corporation.
EDRs, which are sometimes referred to as Continental Depositary Receipts
("CDRs"), are issued in Europe typically by foreign banks and trust companies
and evidence ownership of either foreign or domestic securities. GDRs are
similar to EDRs and are designed for use in several international financial
markets. Generally, ADRs and ADSs in registered form are designed for use in
United States securities markets and EDRs in bearer form are designed for use in
European securities markets. For purposes of a series' investment policies, its
investments in ADRs, ADSs, GDRs and EDRs will be deemed to be investments in the
underlying foreign equity securities.

ADR facilities may be established as either "unsponsored" or "sponsored."
While ADRs issued under these two types of facilities are in some respects
similar, there are distinctions between them relating to the rights and
obligations of ADR holders and the practices of market participants. A
depository may establish an unsponsored facility without participation by (or
even necessarily the acquiescence of) the issuer of the deposited securities,
although typically the depository requests a letter of non-objection from such
issuer prior to the establishment of the facility. Holders of unsponsored ADRs
generally bear all the costs of such facilities. The depository usually charges
fees upon the deposit and withdrawal of the deposited securities, the conversion
of dividends into U.S. dollars, the disposition of non-cash distributions and
the performance of other services. The depository of an unsponsored facility
frequently is under no obligation to distribute shareholder communications
received from the issuer of the deposited securities or to pass through voting
rights to ADR holders with respect to the deposited securities. Sponsored ADR
facilities are created in generally the same manner as unsponsored facilities,
except that the issuer of the deposited securities enters into a deposit
agreement with the depository. The deposit agreement sets out the rights and
responsibilities of the issuer, the depository and the ADR holders. With
sponsored facilities, the issuer of the deposited securities generally will bear
some of the costs relating to the facility (such as dividend payment fees of the
depository), although ADR holders continue to bear certain other costs (such as
deposit and withdrawal fees). Under the terms of most sponsored arrangements,
depositories agree to distribute notices of shareholder meetings and voting
instructions, and to provide shareholder communications and other information to
the ADR holders at the request of the issuer of the deposited securities. The
series may invest in both sponsored and unsponsored ADRs.

Broker/dealers have recently launched another form of depositary receipt
which represents an ownership interest in a pro rata portion of a portfolio of
debt securities, which may, or may not, include foreign securities. The issuer
may be a custodial receipt account held for the benefit of receipt purchasers or
a trust. The custodian/ trust passes principal and interest payments received on
the underlying portfolio to the receipt holders and also distributes corporate
action notices as well. Receipt holders generally pay an annual
administrative/trustee fee and may pay a redemption fee. In addition to risks
associated with the underlying portfolio of securities, receipt holders also
must consider credit standings of the custodians and broker/dealer sponsors. The
receipts are not registered with the SEC and qualify as 144A securities which
may make them more difficult and costly to sell.

DOLLAR DENOMINATED FOREIGN DEBT SECURITIES
Investing in dollar-denominated foreign debt represents a greater degree of
risk than investing in domestic securities, due to less publicly available
information, less securities regulation, war or expropriation. Special
considerations may include higher brokerage costs and thinner trading markets.
Investments in foreign countries could be affected by other factors including
extended settlement periods.

EMERGING MARKET SECURITIES
"Emerging Markets" are those countries or regions with relatively low gross
national product per capita compared to the world's major economies, and those
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 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.

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 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.

EQUITY LINKED DERIVATIVES
The series may invest in equity-linked derivative products designed to
replicate the composition and performance of particular indices. Examples of
such products include S&P Depositary Receipts ("SPDRs"), World Equity Benchmark
Series ("WEBs"), NASDAQ 100 tracking shares ("QQQs"), Dow Jones Industrial
Average Instruments ("DIAMONDS") and Optimized Portfolios as Listed Securities
("OPALS"). Investments in equity-linked derivatives involve the same risks
associated with a direct investment in the types of securities included in the
indices such products are designed to track. There can be no assurance that the
trading price of the equity-linked derivatives will equal the underlying value
of the basket of securities purchased to replicate a particular index or that
such basket will replicate the index. Investments in equity-linked derivatives
may constitute investments in other investment companies.

EQUITY SECURITIES
Equity securities include common stocks, preferred stocks and preference
stocks; securities such as bonds, warrants or rights that are convertible into
stocks; and depositary receipts for those securities. These securities may be
listed on securities exchanges, traded in various over-the-counter markets or
have no organized market. Investments in equity securities in general are
subject to market risks that may cause their prices to fluctuate over time. The
value of convertible equity securities is also affected by prevailing interest
rates, the credit quality of the issuer and any call provisions. Fluctuations in
the value of equity securities in which a series invests will cause the net
asset value of the series to fluctuate.

FINANCIAL FUTURES AND RELATED OPTIONS
The series may enter into futures contracts on financial instruments
("financial futures") for the purchase or sale of debt obligations which are
traded on recognized exchanges or boards of trade that are licensed and
regulated by the Commodity Futures Trading Commission, and may purchase or sell
options on financial futures contracts.

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.

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 and other securities indices. A clearing corporation
associated with a 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.

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.

In contrast to the situation when series purchase or sell a security, no
security is delivered or received by the series upon the purchase or sale of a
financial futures contract. Initially, a 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. Effecting a futures
contract purchase for the same aggregate amount of securities and the same
delivery date closes out a futures contract sale. 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, effecting a futures contract sale for the same securities and the
same delivery date closes out a futures contract purchase. 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 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 denominated in a foreign currency. 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. 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 that a series may wish to buy in the
future by purchasing futures contracts.

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.

Except for the Phoenix-Van Kampen Focus Equity, Phoenix-Deutsche Dow 30, and
Phoenix-Deutsche Nasdaq-100 Index(R) Series, transactions in financial futures
contracts and related options will be primarily for hedging purposes. 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.

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. These commissions may be higher than those that would apply to
purchases and sales of securities directly.

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 that 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. 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.

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.

FIXED INCOME SECURITIES
Fixed income securities are debt obligations issued by corporations,
municipalities and other borrowers. The market value of a series fixed income
investments will change in response to interest rate changes and other factors.
During periods of falling interest rates, the values of outstanding fixed income
securities generally rise. Conversely, during periods of rising interest rates,
the values of such securities generally decline. Securities with longer
maturities are subject to greater fluctuations in value than securities with
shorter maturities. Fixed income securities rated in the fourth highest rating
category lack outstanding investment characteristics, and have speculative
characteristics as well. Changes by a nationally recognized statistical rating
organization in the rating of a fixed income security and in the ability of an
issuer to make payments of interest and principal also affect the value of these
investments. Changes in the value of a series' securities will not affect cash
income derived from these securities but will affect the series' net asset
value.

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 that might result
from a positive change in such currency relationships.

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 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.

FOREIGN SECURITIES
Each series may invest up to 25% of its total net asset value in foreign
securities unless otherwise stated in the chart below. These limitations on
investing in foreign securities do not necessarily reflect the actual percentage
of total net asset value in foreign securities by the series.

- -----------------------------------------------------------
SERIES % LIMITS
- -----------------------------------------------------------
Phoenix-Aberdeen International 100%
- -----------------------------------------------------------
Phoenix-Aberdeen New Asia 100%
- -----------------------------------------------------------
Phoenix-Alliance/Bernstein Growth + Value 15%
- -----------------------------------------------------------
Phoenix-Engemann Small & Mid-Cap Growth 50%
- -----------------------------------------------------------
Phoenix-Hollister Value Equity 30%
- -----------------------------------------------------------
Phoenix-Janus Flexible Income 100%
- -----------------------------------------------------------
Phoenix-Janus Growth 100%
- -----------------------------------------------------------
Phoenix-Lazard International Equity Select 100%
- -----------------------------------------------------------
Phoenix-Lord Abbett Bond-Debenture 20%*
- -----------------------------------------------------------
Phoenix-Lord Abbett Large-Cap Value 10%*
- -----------------------------------------------------------
Phoenix-Lord Abbett Mid-Cap Value 10%*
- -----------------------------------------------------------
Phoenix-MFS Investors Growth 35%
- -----------------------------------------------------------
Phoenix-MFS Investors Trust 20%
- -----------------------------------------------------------
Phoenix-MFS Value 35%
- -----------------------------------------------------------
Phoenix-Oakhurst Growth and Income 20%
- -----------------------------------------------------------
Phoenix-Sanford Bernstein Global Value 100%
- -----------------------------------------------------------
Phoenix-Sanford Bernstein Mid-Cap Value 20%
- -----------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth 20%
- -----------------------------------------------------------
Phoenix-Seneca Strategic Theme 35%
- -----------------------------------------------------------
Phoenix-State Street Research Small-Cap 35%
Growth
- -----------------------------------------------------------

*The subadvisor for these series does not consider ADRs and securities of
companies domiciled outside the U.S., but whose principal trading market is in
the U.S. to be "foreign securities." This may have the indirect effect of
increasing the series' exposure to these types of 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 those
listed in the table above, 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 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.

For the series that 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.

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.

INDEXED SECURITIES
The series may purchase securities with principal and/or interest payments
whose prices are indexed to the prices of other securities, securities indices,
currencies, precious metals or other commodities, or other financial indicators.
Indexed securities typically, but not always, are debt securities or deposits
whose value at maturity or coupon rate is determined by reference to a specific
instrument or statistic. The series may also purchase indexed deposits with
similar characteristics. Gold-indexed securities, for example, typically provide
for a maturity value that depends on the price of gold, resulting in a security
whose price tends to rise and fall together with gold prices. Currency-indexed
securities typically are short-term to intermediate-term debt securities whose
maturity values or interest rates are determined by reference to the values of
one or more specified foreign currencies, and may offer higher yields than U.S.
dollar denominated securities of equivalent issuers. Currency-indexed securities
may be positively or negatively indexed; that is, their maturity value may
increase when the specified currency value increases, resulting in a security
that performs similarly to a foreign-denominated instrument, or their maturity
value may decline when foreign currencies increase, resulting in a security
whose price characteristics are similar to a put on the underlying currency.
Currency-indexed securities may also have prices that depend on the values of a
number of different foreign currencies relative to each other. Certain indexed
securities may expose the series to the risk of loss of all or a portion of the
principal amount of its investment and/or the interest that might otherwise have
been earned on the amount invested.

The performance of indexed securities depends to a great extent on the
performance of the security, currency or other instrument to which they are
indexed, and may also be influenced by interest rate changes in the U.S. and
abroad. At the same time, indexed securities are subject to the credit risks
associated with the issuer of the security, and their values may decline
substantially if the issuer's creditworthiness deteriorates. Recent issuers of
indexed securities have included banks, corporations and certain U.S.
Government-sponsored entities.

INVERSE FLOATING RATE OBLIGATIONS
The series may invest in so-called "inverse floating rate obligations" or
"residual interest bonds" or other obligations or certificates relating thereto
structured to have similar features. In creating such an obligation, a
municipality issues a certain amount of debt and pays a fixed interest rate.
Half of the debt is issued as variable rate short term obligations, the interest
rate of which is reset at short intervals, typically 35 days. The other half of
the debt is issued as inverse floating rate obligations, the interest rate of
which is calculated based on the difference between a multiple of (approximately
two times) the interest paid by the issuer and the interest paid on the
short-term obligation. Under usual circumstances, the holder of the inverse
floating rate obligation can generally purchase an equal principal amount of the
short term obligation and link the two obligations in order to create

long-term fixed rate bonds. Because the interest rate on the inverse floating
rate obligation is determined by subtracting the short-term rate from a fixed
amount, the interest rate will decrease as the short-term rate increases and
will increase as the short-term rate decreases. The magnitude of increases and
decreases in the market value of inverse floating rate obligations may be
approximately twice as large as the comparable change in the market value of an
equal principal amount of long-term bonds which bear interest at the rate paid
by the issuer and have similar credit quality, redemption and maturity
provisions.

INVESTMENTS IN OTHER INVESTMENT COMPANIES
Investments in other investment companies may include open-end investment
companies, closed-end investment companies and unit investment trusts. Under the
Investment Company Act of 1940, a series may not own more than 3% of the
outstanding voting stock of an investment company, invest more than 5% of its
total assets in any one investment company, or invest more than 10% of its total
assets in the securities of investment companies. In some instances, a series
may invest in an investment company in excess of these limits; for instance,
when a series invests collateral it receives from loaning its portfolio
securities.

As the shareholder of another investment company, the series will bear its
pro rata portion of the other investment company's expenses, including advisory
fees. Such expenses are in addition to the expenses a series pays in connection
with its own operations.

JUNK BONDS
The chart below sets forth the series that are permitted to invest in junk
bonds and the percentage of total net assets each series may invest in such
securities.

- ---------------------------------------------------------
SERIES % LIMITS
- ---------------------------------------------------------
Phoenix-Aberdeen International 20%
- ---------------------------------------------------------
Phoenix-Engemann Small & Mid-Cap Growth 5%
- ---------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income 50%
- ---------------------------------------------------------
Phoenix-Janus Flexible Income 100%
- ---------------------------------------------------------
Phoenix-Janus Growth 35%
- ---------------------------------------------------------
Phoenix-Lord Abbett Bond-Debenture 80%
- ---------------------------------------------------------
Phoenix-MFS Value 20%
- ---------------------------------------------------------
Phoenix-Oakhurst Strategic Allocation 5%
- ---------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth 5%
- ---------------------------------------------------------
Phoenix-Van Kampen Focus Equity 5%
- ---------------------------------------------------------

Junk bonds are non-investment 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.

LENDING OF PORTFOLIO SECURITIES
Subject to certain investment restrictions, a 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 that 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 might
not be liquidated, the result could be a material adverse impact on the
liquidity of the lending series.

LEVERAGE
The Phoenix-AIM Mid-Cap Equity, Phoenix-Alliance/Bernstein Growth + Value,
Phoenix-Hollister Value Equity, Phoenix-J.P. Morgan Research Enhanced Index,
Phoenix-Lazard International Equity Select, Phoenix-Lazard Small-Cap Value,
Phoenix-Lazard U.S. Multi-Cap, Phoenix-Seneca Mid-Cap Growth, Phoenix-Seneca
Strategic Theme and Phoenix-Van Kampen Focus Equity 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-Hollister Value Equity,
Phoenix-Lazard International Equity Select, Phoenix-Lazard Small-Cap Value,
Phoenix-Lazard U.S. Multi-Cap and the Phoenix-Van Kampen 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-AIM
Mid-Cap Equity, Phoenix-Lazard International Equity Select, Phoenix-Lazard
Small-Cap Value, Phoenix-Lazard U.S. Multi-Cap and Phoenix-Van Kampen 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 three times the amount of the borrowings for
investment purposes, the series, within three business days, is required to
reduce bank debt to the extent necessary to meet the required 300% asset
coverage The Phoenix-Hollister Value Equity Series may borrow up to one-third of
the its net assets. If the value of such series' assets decreases and the amount
of the loans exceed one-third of the series' net assets, the series must reduce
its outstanding loans within three business days so that the amount of the loan
does not exceed one-third of the series' net assets.

The Phoenix-Oakhurst Growth and Income, Phoenix-Sanford Bernstein Global
Value, and Phoenix-Sanford Bernstein Mid-Cap Value 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.

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.

Any 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.

LOANS AND OTHER DIRECT INDEBTEDNESS
The series may purchase loans and other direct indebtedness. In purchasing a
loan, the series acquires some or all of the interest of a bank or other lending
institution in a loan to a corporate, governmental or other borrower. Many such
loans are secured, although some may be unsecured. Such loans may be in default
at the time of purchase. Loans that are fully secured offer the series more
protection than an unsecured loan in the event of non-payment of scheduled
interest or principal. However, there is no assurance that the liquidation of
collateral from a secured loan would satisfy the corporate borrowers obligation,
or that the collateral can be liquidated.

These loans are made generally to finance internal growth, mergers,
acquisitions, stock repurchases, leveraged buy-outs and other corporate
activities. Such loans are typically made by a syndicate of lending
institutions, represented by an agent lending institution which has negotiated
and structured the loan and is responsible for collecting interest, principal
and other amounts due on its own behalf and on behalf of the others in the
syndicate, and for enforcing its and their other rights against the borrower.
Alternatively, such loans may be structured as a novation, pursuant to which the
series would assume all of the rights of the lending institution in a loan or as
an assignment, pursuant to which the series would purchase an assignment of a
portion of a lenders interest in a loan either directly from the lender or
through an intermediary. The series may also purchase trade or other claims
against companies, which generally represent money owned by the company to a
supplier of goods or services. These claims may also be purchased at a time when
the company is in default.

Certain of the loans and the other direct indebtedness acquired by the
series may involve revolving credit facilities or other standby financing
commitments which obligate the series to pay additional cash on a certain date
or on demand. These commitments may have the effect of requiring the series to
increase its investment in a company at a time when the series might not
otherwise decide to do so (including at a time when the company's financial
condition makes it unlikely that such amounts will be repaid). To the extent
that the series is committed to advance additional funds, it will at all times
hold and maintain in a segregated account cash or other high grade debt
obligations in an amount sufficient to meet such commitments.

The series' ability to receive payment of principal, interest and other
amounts due in connection with these investments will depend primarily on the
financial condition of the borrower. In selecting the loans and other direct
indebtedness which the series will purchase, the adviser will rely upon its own
(and not the original lending institution's) credit analysis of the borrower. As
the series may be required to rely upon another lending institution to collect
and pass onto the series amounts
11

payable with respect to the loan and to enforce the series' rights under the
loan and other direct indebtedness, an insolvency, bankruptcy or reorganization
of the lending institution may delay or prevent the series from receiving such
amounts. In such cases, the series will evaluate as well the creditworthiness of
the lending institution and will treat both the borrower and the lending
institution as an "issuer" of the loan for purposes of certain investment
restrictions pertaining to the diversification of the series' portfolio
investments. The highly leveraged nature of many such loans and other direct
indebtedness may make such loans and other direct indebtedness especially
vulnerable to adverse changes in economic or market conditions. Investments in
such loans and other direct indebtedness may involve additional risk to the
series.

MORTGAGE-BACKED SECURITIES
Mortgage-backed securities include 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.

Mortgage pass-through securities are securities representing interests in
"pools" of mortgage loans. Monthly payments of interest and principal by the
individual borrowers on mortgages are passed through to the holders of the
securities (net of fees paid to the issuer or guarantor of the securities) as
the mortgages in the underlying mortgage pools are paid off. The average lives
of mortgage pass-throughs are variable when issued because their average lives
depend on prepayment rates. The average life of these securities is likely to be
substantially shorter than their stated final maturity as a result of
unscheduled principal prepayment. Prepayments on underlying mortgages result in
a loss of anticipated interest, and all or part of a premium if any has been
paid, and the actual yield (or total return) to the series may be different than
the quoted yield on the securities. Mortgage premiums generally increase with
falling interest rates and decrease with rising interest rates. Like other fixed
income securities, when interest rates rise the value of mortgage pass-through
security generally will decline; however, when interest rates are declining, the
value of mortgage pass-through securities with prepayment features may not
increase as much as that of other fixed-income securities. In the event of an
increase in interest rates which results in a decline in mortgage prepayments,
the anticipated maturity of mortgage pass-through securities held by the series
may increase, effectively changing a security which was considered short or
intermediate-term at the time of purchase into a long-term security. Long-term
securities generally fluctuate more widely in response to changes in interest
rates than short or intermediate-term securities.

Payment of principal and interest on some mortgage pass-through securities
(but not the market value of the securities themselves) may be guaranteed by the
full faith and credit of the U.S. Government (in the case of securities
guaranteed by the Government National Mortgage Association ("GNMA")); or
guaranteed by agencies or instrumentalities of the U.S. Government (such as the
Federal National Mortgage Association "FNMA") or the Federal Home Loan Mortgage
Corporation, ("FHLMC") which are supported only by the discretionary authority
of the U.S. Government to purchase the agency's obligations). Non-governmental
issuers (such as commercial banks, savings and loan institutions, private
mortgage insurance companies, mortgage bankers and other secondary market
issuers) may also issue mortgage pass-through securities. Various forms of
insurance or guarantees may support some of these mortgage pass-through
securities.

Interests in pools of mortgage-related securities differ from other forms of
debt securities, which normally provide for periodic payment of interest in
fixed amounts with principal payments at maturity or specified call dates.
Instead, these securities provide a monthly payment that consists of both
interest and principal payments. In effect, these payments are a "pass-through"
of the monthly payments made by the individual borrowers on their mortgage
loans, net of any fees paid to the issuer or guarantor of such securities.
Additional payments are caused by prepayments of principal resulting from the
sale, refinancing or foreclosure of the underlying property, net of fees or
costs that may be incurred. Some mortgage pass-through securities (such as
securities issued by the GNMA) are described as "modified pass-through." These
securities entitle the holder to receive all interests and principal payments
owed on the mortgages in the mortgage pool, net of certain fees, at the
scheduled payment dates regardless of whether the mortgagor actually makes the
payment.

The principal governmental guarantor of mortgage pass-through securities is
GNMA. GNMA is a wholly owned U.S. Government corporation within the Department
of Housing and Urban Development. GNMA is authorized to guarantee, with the full
faith and credit of the U.S. Government, the timely payment of principal and
interest on securities issued by institutions approved by GNMA (such as savings
and loan institutions,

commercial banks and mortgage bankers) and backed by pools of Federal Housing
Administration ("FHA") -- insured or Veterans Administration ("VA") --
guaranteed mortgages. These guarantees, however, do not apply to the market
value or yield of mortgage pass-through securities. GNMA securities are often
purchased at a premium over the maturity value of the underlying mortgages. This
premium is not guaranteed and will be lost if prepayment occurs.

Government-related guarantors (i.e., whose guarantees are not backed by the
full faith and credit of the U.S. Government) include FNMA and FHLMC. FNMA is a
government-sponsored corporation owned entirely by private stockholders. It is
subject to general regulation by the Secretary of Housing and Urban Development.
FNMA purchases conventional residential mortgages (i.e., mortgages not insured
or guaranteed by any governmental agency) from a list of approved
seller/servicers which include state and federally chartered savings and loan
associations, mutual savings banks, commercial banks, credit unions and mortgage
bankers. Pass-through securities issued by FNMA are guaranteed as to timely
payment by FNMA of principal and interest.

FHLMC is also a government-sponsored corporation owned by private
stockholders. FHLMC issues Participation Certificates ("PCs") which represent
interests in conventional mortgages (i.e., not federally insured or guaranteed)
for FHLMC's national portfolio. FHLMC guarantees timely payment of interest and
ultimate collection of principal regardless of the status of the underlying
mortgage loans.

Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create pass
through pools of mortgage loans. Such issuers may also be the originators and/or
servicers of the underlying mortgage-related securities. Pools created by such
non-governmental issuers generally offer a higher rate of interest than
government and government-related pools because there are no direct or indirect
government or agency guarantees of payments in the former pools. However, timely
payment of interest and principal of mortgage loans in these pools may be
supported by various forms of insurance or guarantees, including individual
loan, title, pool and hazard insurance and letters of credit. Governmental
entities, private insurers and the mortgage poolers issue the insurance and
guarantees. There can be no assurance that the private insurers or guarantors
can meet their obligations under the insurance policies or guarantee
arrangements. The series may also buy mortgage-related securities without
insurance or guarantees.

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 result 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.

MORTGAGE "DOLLAR-ROLL" TRANSACTIONS
A series may enter into mortgage "dollar roll" transactions pursuant to
which it sells mortgage-backed securities for delivery in the future and
simultaneously contracts to repurchase substantially similar securities on a
specified future date. During the roll period, the series foregoes principal and
interest paid on the mortgage-backed securities. The series is compensated for
the lost interest by the difference between the current sales price and the
lower price for the future purchase (often referred to as the "drop") as well as
by the interest earned on, and gains from, the investment of the cash proceeds
of the initial sale. The series may also be compensated by receipt of a
commitment fee. If the income and capital gains from the series' investment of
the cash from the initial sale do not exceed the income, capital appreciation
and gain or loss that would have been realized on the securities sold as part of
the dollar roll, the use of this technique will diminish the investment
performance of the series compared with what the performance would have been
without the use of the dollar rolls. Dollar roll transactions involve the risk
that the market value of the securities the series is required to purchase may
decline below the

agreed upon repurchase price of those securities. If the broker/dealer to whom
the series sells securities becomes insolvent, the series' right to purchase or
repurchase securities may be restricted. Successful use of mortgage dollar rolls
may depend upon the adviser's ability to correctly predict interest rates and
prepayments. There is no assurance that dollar rolls can be successfully
employed.

OPTIONS
Buying Call and Put Options. Each of the 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.
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 that 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.

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

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.

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 that is being closed.

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.

Writing (Selling) Call and Put Options. Prior to the expiration of the
option, the seller of a call 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).

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.

The writer (seller) may terminate a call option 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 their 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-Van Kampen 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 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.

Writing Covered Call Options. The series 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.

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 New York Stock Exchange ("NYSE") or other market 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 the series
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.

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.

Purchasing Warrants and Stock Rights. 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.

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 generally considered 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 Flexible Income, Phoenix-Janus Growth and Phoenix-Van Kampen 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 sell 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.

PIK BONDS
PIK bonds are debt obligations that provide that the issuer may, at its
option, pay interest on such bonds in cash or in the form of additional debt
obligations. Such investments benefit the issuer by mitigating its need for cash
to meet debt service, but also require a higher rate of return to attract
investors who are willing to defer receipt of such cash. Such investments may
experience greater volatility in market value than debt obligations that make
regular payments of interest. The series will accrue income on such investments
for tax and accounting purposes, which is distributable to shareholders and
which, because no cash is received at the time of accrual, may require the
liquidation of other portfolio securities to satisfy the series' distribution
obligations.

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, as 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 illiquid, 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, other than those listed below, may invest up to 15% of its net assets in
illiquid securities. The Phoenix-Lord Abbett Bond-Debenture, may invest up to
10% of its net assets in illiquid securities. The Phoenix-Lord Abbett Large-Cap
Value Series may invest up to 5% of its net assets in illiquid securities.

PRIVATIZATIONS
The governments of some foreign countries have been engaged in programs of
selling part or all of their stakes in government owned or controlled
enterprises ("privatizations"). Privatizations may offer opportunities for
significant capital appreciation. In certain foreign countries, the ability of
foreign entities to participate in privatizations may be limited by local law,
or the terms on which a series may be permitted to participate may be less
advantageous than those for local investors. There can be no assurance that
foreign governments will continue to sell companies currently owned or
controlled by them or that privatization programs will be successful.

REAL ESTATE INVESTMENT TRUSTS
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.

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,
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 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.

REITs are like closed-end investment companies in that they are essentially
holding companies that rely on professional managers to supervise their
investments.

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.

Each series may invest in repurchase agreements. However, no more than 15%
of a series' net assets will be invested in repurchase agreements having
maturities of more than 7 days. 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.

RESET OPTIONS
In certain instances, the series may purchase or write options on U.S.
Treasury securities, which provide for periodic adjustment of the strike price
and may also provide for the periodic adjustment of the premium during the term
of each such option. Like other types of options, these transactions, which may
be referred to as "reset" options or "adjustable strike" options grant the
purchaser the right to purchase (in the case of a call) or sell (in the case of
a put), a specified type of U.S. Treasury security at any time up to a stated
expiration date (or, in certain instances, on such date). In contrast to other
types of options, however, the price at which the underlying security may be
purchased or sold under a "reset" option is determined at various intervals
during the term of the option, and such price fluctuates from interval to
interval based on changes in the market value of the underlying security. As a
result, the strike price of a "reset" option, at the time of exercise, may be
less advantageous than if the strike price had been fixed at the initiation of
the option. In addition, the premium paid for the purchase of the option may be
determined at the termination, rather than the initiation, of the option. If the
premium for a reset option written by the series is paid at termination, the
series assumes the risk that (i) the premium may be less than the premium which
would otherwise have been received at the initiation of the option because of
such factors as the volatility in yield of the underlying Treasury security over
the term of the option and adjustments made to the strike price of the option,
and (ii) the option purchaser may default on its obligation to pay the premium
at the termination of the option. Conversely, where the series purchases a reset
option, it could be required to pay a higher premium than would have been the
case at the initiation of the option.

REVERSE REPURCHASE AGREEMENTS
A reverse repurchase agreement is a borrowing transaction in which the
series transfers possession of a security to another party, such as a bank or
broker/dealer in return for cash, and agrees to repurchase the security in the
future at an agreed upon price, which includes an interest component. A series
will segregate with custodian liquid assets in an amount sufficient to cover its
obligations under reverse repurchase agreements with broker/dealers. No
segregation is required for reverse repurchase agreements with banks. A series
may borrow through reverse repurchase agreements in connection with meeting
requests for the redemption of a series shares. Transactions involving reverse
repurchase agreements may increase fluctuations in the market value of a series'
assets and may be viewed as a form of leverage. Reverse repurchase agreements
involve the risk that the market value of the securities sold by a series may
decline below the price at which the series is obligated to repurchase the
securities.

SHORT SALES
The series may seek to hedge investments or realize additional gains through
short sales. The series may make short sales, which are transactions in which a
series sells a security it does not own, in anticipation of a decline in the
market value of that security. To complete such a transaction, the series must
borrow the security to make delivery to the buyer. The series then is obligated
to replace the security borrowed by purchasing it at the market price at the
time of replacement. The price at such time may be more or less than the price
at which the security was sold by the series. Until the security is replaced,
the series is required to repay the lender any dividends or interest which
accrue during the period of the loan. To borrow the security, the series also
may be required to pay a premium, which would increase the cost of the security
sold. The broker, to the extent necessary to meet margin requirements until the
short position is closed out will retain the net proceeds of the short sale. The
series also will incur transaction costs in effecting short sales.

The series will incur a loss as a result of the short sale if the price of
the security increases between the date of the short sale and the date on which
the series replaces the borrowed security. The series will realize a gain if the
price of the security declines between those dates. The amount of any gain will
be decreased, and the amount of any loss increased, by the amount of the
premium, dividends or interest the series may be required to pay in connection
with a short sale.

Whenever the series engages in short sales, it identifies liquid and
unencumbered assets in an amount that, when combined with the amount of
collateral deposited with the broker connection with the short sale, equals the
current market value of the security sold short.

SHORT SALES AGAINST THE BOX
The series may make short sales "against the box," i.e., when a security
identical to one owned by the series is borrowed and sold short. If the series
enters into a short sale against the box, it is required to segregate securities
equivalent in kind and amount to the securities sold short (or securities
convertible or exchangeable into such securities) and is required to hold such
securities while the short sale is outstanding. The series will incur
transaction costs, including interest, in connection with opening, maintaining,
and closing short sales against the box.

SMALL AND MID CAPITALIZATION SECURITIES
Investments in small or mid capitalization companies involve greater risk
than is generally associated with larger, more established companies. The
securities of smaller companies may be subject to more abrupt or erratic market
movements than larger companies. The securities of small or medium-sized
companies are often traded over-the-counter, and may not be traded in volumes
typical of securities traded on a national securities exchange. Consequently,
the securities of small or medium-sized companies may have limited market
stability and may be subject to more abrupt or erratic market movements than
securities of larger, more established companies or the market averages in
general.

SPECULATIVE BONDS
The series may invest in fixed income and convertible securities rated Baa
by Moody's or BBB by S&P, Fitch or Duff & Phelps and comparable unrated
securities. These securities, while normally exhibiting adequate protection
parameters, have speculative characteristics and changes in economic conditions
or other circumstances are more likely to lead to a weakened capacity to make
principal and interest payments than in the case of higher grade securities.

STRIPPED MORTGAGE-BACKED SECURITIES
Stripped mortgage-backed securities ("SMBS") are derivative multiclass
mortgage securities issued by agencies or instrumentalities of the U.S.
Government, or by private originators of, or investors in, mortgage loans,
including savings and loan institutions, mortgage banks, commercial banks and
investment banks. SMBS are usually structured with two classes that receive
different proportions of the interest and principal distributions from a pool of
mortgage assets. A common type of SMBS will have one class receiving some of the
interest and most of the principal from the mortgage assets, while the other
class will receive most of the interest and the remainder of the principal. In
the most extreme case, one class will receive all of the interest (the
interest-only or "IO" class) while the other class will receive all of the
principal (the principal-only or "PO" class). The yield to maturity on an IO is
extremely sensitive to the rate of principal payments, including prepayments on
the related underlying mortgage assets, and a rapid rate of principal payments
may have a material adverse effect on such security's yield to maturity. If the
underlying mortgage assets experience greater than anticipated prepayments of
principal, the series may fail to fully recoup its initial investment in these
securities. The market value of the class consisting primarily or entirely of
principal payments generally is unusually volatile in response to changes in
interest rates. Because SMBS were only recently introduced, established trading
markets for these securities have not yet developed, although the securities are
traded among institutional investors and investment banking firms.

SWAP AGREEMENTS
Swap agreements are two party contracts entered into primarily by
institutional investors for periods ranging from a few weeks to more than one
year. In a standard "swap" transaction, two parties agree to exchange the
returns (or differentials in rates of return) earned or realized on particular
predetermined investments or instruments. The gross returns to be exchanged or
"swapped" between the parties are calculated with respect to a "notional
amount," i.e., the return on or increase in value of a particular dollar amount
invested at a particular interest rate, in a particular foreign currency, or in
a "basket" of securities representing a particular index. Commonly used swap
agreements include (i) interest rate caps, under which, in return for a premium,
one party agrees to make payments to the other to the extent that interest rates
exceed a specified rate, or "cap," (ii) interest rate floors, under which, in
return for a premium, one party agrees to make payments to the other to the
extent that interest rates fall below a specified level, or "floor," and (iii)
interest rate collars, under which a party sells a cap and purchases a floor or
vice versa in an attempt to protect itself against interest rate movements
exceeding given minimum or maximum levels. The "notional amount" of the swap
agreement is only a fictive basis on which to calculate the obligations that the
parties to a swap agreement have agreed to exchange. The series' obligations (or
rights) under a swap agreement will generally be equal only to the net amount to
be paid or received under the agreement based on the relative values of the
positions held by each party to the agreement (the "net amount"). The series'
obligations under a swap agreement will be accrued daily (offset against any
amounts owing to the series) and any accrued but unpaid net amounts owed to a
swap counterparty will be covered by the maintenance of a segregated account
consisting of liquid assets to avoid any potential leveraging of the series'
holdings. The series will not enter into a swap agreement with any single party
if the net amount owed or to be received under existing contracts with that
party would exceed 5% of the series' assets.

Whether the series' use of swap agreements will be successful in furthering
its investment objective will depend on an advisor or subadvisor's ability to
correctly predict whether certain types of investments are likely to produce
greater returns than other investments. Because

they are two party contracts and because they may have terms of greater than
seven days, swap agreements may be considered to be illiquid. Moreover, the
series bears the risk of loss of the amount expected to be received under a swap
agreement in the event of the default or bankruptcy of swap agreement
counterparty. The advisor or subadvisor will cause the series to enter into swap
agreements only with counterparties that would be eligible for consideration as
repurchase agreement counterparties under the series' repurchase agreement
guidelines. Certain restrictions imposed on the series by the Internal Revenue
Code may limit a series' ability to use swap agreements. The swaps market is
largely unregulated. Swaps agreements generally are exempt or excluded from most
provisions of the Commodity Exchange Act ("CEA") and, therefore, are not
regulated as futures or commodity option transactions under the CEA. It is
possible that developments in the swaps market, including potential government
regulation, could adversely affect a series' ability to terminate existing swap
agreements or to realize amounts to be received under such agreements.

TEMPORARY BORROWING
The series may borrow money for temporary purposes (e.g., to meet redemption
requests or settle outstanding purchases of portfolio securities).

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.

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 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.

VARIABLE AND FLOATING RATE OBLIGATIONS
Investments in variable or floating rate securities normally will involve
industrial development or revenue bonds which provide that the rate of interest
is set as a specific percentage of a designated base rate, such as rates on
Treasury Bonds or Bills or the prime rate at a major commercial bank, and that a
bondholder can demand payment of the obligations on behalf of the series on
short notice at par plus accrued interest, which amount may be more or less than
the amount the bondholder paid for them. The maturity of floating or variable
rate obligations (including participation interests therein) is deemed to be the
longer of (i) the notice period required before the series is entitled to
receive payment of the obligation upon demand or (ii) the period remaining until
the obligation's next interest rate adjustment. If not redeemed by the series
through the demand feature, the obligations mature on a specified date that may
range up to thirty years from the date of issuance.

WHEN-ISSUED SECURITIES
The 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.

"YIELD CURVE" OPTIONS
The series may enter into options on the "spread," or yield differential,
between two fixed income securities, in transactions referred to as "yield
curve" options. In contrast to other types of options, a yield curve option is
based on the difference between the yields of designated securities, rather than
the prices of the individual securities, and is settled through cash payments.
Accordingly, a yield curve option is profitable to the holder if this
differential widens (in the case of a call) or narrows (in the case of a put),
regardless of whether the yields of the underlying securities increase or
decrease.

Yield curve options may be used for the same purposes as other options on
securities. Specifically, the series may purchase or write such options for
hedging purposes. For example, the series may purchase a call option on the
yield spread between two securities, if it owns one of the securities and
anticipates purchasing the other security and wants to hedge against an adverse
change in the yield spread between the two securities. The series may also
purchase or write yield curve options for other than hedging purposes (i.e., in
an effort to increase its current income) if, in the judgment of the advisor,
the series will be able to profit from movements in the spread between the
yields of the underlying securities. The trading of yield curve options is
subject to all of the risks associated with the trading of other types of
options. In addition, however, such options present risk of loss even if the
yield of one of the underlying securities remains constant, if the spread moves
in a direction or to an extent which was not anticipated. Yield curve options
written by the series will be "covered." A call (or put) option is covered if
the series holds another call (or put) option on the spread between the same two
securities and owns liquid and unencumbered assets sufficient to cover the
series' net liability under the two options. Therefore, the series' liability
for such a covered option is generally limited to the difference between the
amount of the series' liability under the option written by the series less the
value of the option held by the series. Yield curve options may also be covered
in such other manner as may be in accordance with the requirements of the
counterparty with which the option is traded and applicable laws and
regulations. Yield curve options are traded over-the-counter and because they
have been only recently introduced, established trading markets for these
securities have not yet developed.

ZERO AND DEFERRED COUPON DEBT SECURITIES
The 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.

ADDITIONAL INVESTMENT POLICIES OF CERTAIN SERIES
- --------------------------------------------------------------------------------
The following policies are non-fundamental and may be changed without
shareholder vote.

PHOENIX-ABERDEEN INTERNATIONAL SERIES
The Phoenix-Aberdeen International Series may invest up to 5% of its net
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.

This series also may hedge its foreign currency exchange rate risk by
engaging in currency financial futures and options transactions.

The series may invest in nonconvertible fixed income securities of non-U.S.
issuers when the advisor believes that such securities are appropriate for the
achievement of the series' investment objective. The nonconvertible fixed income
securities may consist of: corporate notes, bonds, debentures and other
securities (such as Euro-currency instruments) of non-U.S. issuers that are
rated within the three highest rating categories of rating services or, if
unrated, are deemed by the advisor to be of comparable credit quality; and
securities issued by foreign governments and supranational agencies (such as the
World Bank).

PHOENIX-ABERDEEN NEW ASIA SERIES
The Phoenix-Aberdeen New Asia Series may invest up to 5% of its net 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.

This series also may hedge its foreign currency exchange rate risk by
engaging in currency financial futures and options transactions.

PHOENIX-AIM MID-CAP EQUITY SERIES
To the extent that the Phoenix-AIM Mid-Cap Equity Series enters into futures
contracts, options on futures

contracts, and options on foreign currencies traded on a CFTC-regulated
exchange, in each case other than for bona fide hedging purposes (as defined by
the CFTC), the aggregate initial margin and premiums required to establish those
positions (excluding the amount by which options are "in-the-money") will not
exceed 5% of the total assets of the series, after taking into account
unrealized profits and unrealized losses on contracts it has entered into. This
does not limit the percentage of the series assets at risk to 5%.

The series will not write options if, immediately after such sale, the
aggregate value of securities or obligations underlying the outstanding options
exceeds 20% of the series' total assets. The series will not purchase options
if, at any time of the investment, the aggregate premiums paid for the options
exceed 5% of the series' total assets.

The series does not currently intend to invest in inverse floating rate
obligations, PIK bonds, private placements, privatizations, reset options,
variable or floating rate securities, or "yield curve" options. The series does
not invest in speculative bonds. The series also will not lend portfolio
securities with a value of more than 33% of its assets. The series will not
invest more than 25% of its net assets in REITS.

The series may participate in the initial public offering ("IPO") market,
and a portion of the series' returns could be attributable to its investments in
IPOs, which would have a magnified impact due to the series' small asset base.
As the series' assets grow, it is probable that the effect of the series'
investment in IPOs on its total returns will decline, which may reduce the
series' total returns.

PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE SERIES
The Phoenix-Alliance/Bernstein Growth + Value Series will not lend portfolio
securities with a value of more than 30% of its assets. The series will not
invest more than 25% of its net assets in REITS.

PHOENIX-DUFF & PHELPS REAL ESTATE SECURITIES SERIES
As the Phoenix-Duff & Phelps Real Estate Securities Series indirectly
invests in REITs, investors will bear not only the proportionate share of the
expenses of the series but also, indirectly, similar expenses of underlying
REITs.

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.

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.

PHOENIX-ENGEMANN CAPITAL GROWTH SERIES

The series may invest any amount of its assets in any class or type of
security believed by the subadvisor 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.

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

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.

PHOENIX-ENGEMANN SMALL & Mid-Cap Growth Series

The Phoenix-Engemann Capital Growth Series may only purchase a call option
to terminate a previously written call option. (See "Writing Covered Call
Options.")

PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH SERIES
The Phoenix-Engemann Small & Mid-Cap Growth may use financial futures
contracts and related options to hedge against changes in the market value of
the portfolio securities which it intends to purchase.

The series may also invest up to 100% of its assets in cash and certain
short- and medium-term fixed income securities for temporary defensive purposes.

PHOENIX-GOODWIN MONEY MARKET SERIES
By limiting the maturity of its investments, this 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
discussion of amortized cost is contained under "Determination of Net Asset
Value."

The Phoenix-Goodwin Money Market Series may only purchase a call option to
terminate a previously
written call option. (See "Writing Covered Call Options.")

PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES
The 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.")

PHOENIX-HOLLISTER VALUE EQUITY SERIES
The series may invest in convertible securities. The series will invest only
in the four 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.

The series may lend portfolio securities in amounts up to one-third the
value of its total assets to increase its investment returns.

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 325 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
12 years experience, follow over 650 predominantly large- and
medium-sized U.S. companies. A substantial majority of these companies
are issuers of securities that 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.

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. The series intends to invest up to 5% of its respective net 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.

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.

PHOENIX-JANUS FLEXIBLE INCOME SERIES
The Phoenix-Janus Flexible Income Series may hedge its foreign currency
exchange rate risk by engaging in currency financial futures and options
transactions.

PHOENIX-JANUS GROWTH SERIES
The Phoenix-Janus Growth Series may hedge its foreign currency exchange rate
risk by engaging in currency financial futures and options transactions.

PHOENIX-LAZARD INTERNATIONAL EQUITY SELECT SERIES
The Phoenix-Lazard International Equity Select Series may invest up to 20%
of its net assets in debt securities and short-term money market instruments.
The series may invest up to 5% of its total assets in warrants, except that this
limitation does not apply to warrants purchased by the series that are sold in
units with, or attached to, other securities. Although the series' transactions
in financial futures contracts and related options will be primarily for hedging
purposes, the series may also enter into such transactions to provide a
substitute for purchasing or selling specific securities or to increase
potential income gain.

When the subadvisor determines that adverse market conditions exist, the
series may adopt a temporary defensive position and invest some or all of its
assets in money market instruments, including U.S. government securities,
repurchase agreements, bank obligations and commercial paper and other
short-term obligations.

PHOENIX-LAZARD SMALL-CAP VALUE SERIES
Equity securities of small-cap companies in which the series may invest
generally have one or more of the following characteristics:

[diamond] the potential to become a larger factor in the company's business
sector

[diamond] significant debt but high levels of free cash flow

[diamond] a relatively short corporate history with the expectation that the
business may grow

The series may invest up to 20% of its assets in debt securities and
short-term money market instruments. The series may invest up to 5% of its total
assets in warrants, except that this limitation does not apply to warrants
purchased by the series that are sold in units with, or attached to, other
securities. Although the series' transactions in financial futures contracts and
related options will be primarily for hedging purposes, the series may also
enter into such transactions to provide a substitute for purchasing or selling
specific securities or to increase potential income gain.

When the subadvisor determines that averse market conditions exist, the
series may adopt a temporary defensive position and invest some or all of its
assets in money market instruments, including U.S. government securities,
repurchase agreements, bank obligations and commercial paper and other
short-term obligations.

PHOENIX-LAZARD U.S. MULTI-CAP SERIES
The Phoenix-Lazard U.S. Multi-Cap Series may invest up to 20% of its assets
in debt securities and short-term money market instruments. The series may
invest up to 5% of its total assets in warrants, except that this limitation
does not apply to warrants purchased by the series that are sold in units with,
or attached to, other securities. Although the series' transactions in financial
futures contracts and related options will be primarily for hedging purposes,
the series may also enter into such transactions to provide a substitute for
purchasing or selling specific securities or to increase potential income gain.

PHOENIX-MFS INVESTORS GROWTH STOCK SERIES
The Phoenix-MFS Investors Growth Stock Series does not invest in Brady
bonds, dollar denominated foreign debt securities, indexed securities, inverse
floating rate obligations, warrants, PIK bonds, reset options, reverse
repurchase agreements, short sales against the box, speculative bonds, stripped
mortgage-backed securities, swap agreements, "yield curve" options, or zero and
deferred coupon debt securities. The series will not lend portfolio securities
with a value of more than 30% of its assets, and does not purchase loans or
other direct indebtedness.

PHOENIX-MFS INVESTORS TRUST SERIES
The Phoenix-MFS Investors Trust Series does not invest in Brady bonds,
corporate asset-backed securities, dollar denominated foreign debt securities,
indexed securities, inverse floating rate obligations, mortgage-backed
securities, options, reset options, reverse repurchase agreements, speculative
bonds, stripped mortgage-backed securities, swap agreements or "yield curve"
options. The series will not lend portfolio securities with a value of more than
30% of its assets, and does not purchase loans or other direct indebtedness.

PHOENIX-MFS VALUE SERIES
The Phoenix-MFS Value Series does not invest in inverse floating rate
obligations, reverse repurchase agreements, or short sales against the box. The
series will not lend portfolio securities with a value of more than 30% of its
assets.

PHOENIX-OAKHURST GROWTH AND INCOME SERIES
The Phoenix-Oakhurst Growth and Income Series intends to invest up to 5% of
its net 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.

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES
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 Series' total assets.

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] STOCKS--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. ("Moody's") (Aaa, Aa, A or Baa) or Standard & Poor's
Corporation ("Standard & Poor's") (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.

[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. 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. 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.
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-SANFORD BERNSTEIN GLOBAL VALUE SERIES
The Phoenix-Sanford Bernstein Global Value Series may hedge its foreign
currency exchange rate risk by engaging in currency financial futures and
options transactions.

PHOENIX-SENECA STRATEGIC THEME SERIES
The Phoenix-Seneca Strategic Theme Series may use financial futures
contracts and related options to hedge against changes in the market value of
the portfolio securities which it intends to purchase.

The Phoenix-Seneca Strategic Theme Series intends to invest up to 5% of its
respective net 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.

PHOENIX-STATE STREET RESEARCH SMALL-CAP GROWTH SERIES
Investments in initial public offerings ("IPO") can have a significant
positive impact on the series' performance. The positive effect of investments
in IPOs may not be sustainable because of a number of factors. The series may
not be able to buy shares in some IPOs or may be able to buy only a small number
of shares. Also, the series may not be able to buy the shares at the
commencement of the offering and the general availability and performance of
IPOs are dependent on market psychology and economic conditions. Also, the
relative performance impact of IPOs is likely to decline as the series grows.

The series may engage in currency exchange transactions in order to protect
against the effect of uncertain future exchange rates on securities denominated
in foreign currencies. The series will conduct its currency exchange
transactions either on a spot (i.e., cash) basis at the rate prevailing in the
currency exchange market, or by entering into forward contracts to purchase or
sell currencies. The series dealings in forward currency exchange contracts will
be limited to hedging involving either specific transactions or aggregate
portfolio positions.

The series may hold up to 100% of its assets in cash or high-quality debt
securities for temporary defensive purposes.

PHOENIX-VAN KAMPEN FOCUS EQUITY SERIES
The Phoenix-Van Kampen Focus Equity Series may 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. The
Phoenix-Van Kampen Focus Equity Series also may hedge its foreign currency
exchange rate risk by engaging in currency forwards or financial futures and
options transactions.

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 and held in a
segregated account with the custodian bank for the series in an amount
sufficient to cover the cost of purchasing the obligation.

The Phoenix-Van Kampen Focus Equity Series may invest up to 100% of its
assets in cash and certain short- and medium-term fixed income securities for
temporary defensive purposes.

The Phoenix-Van Kampen 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. Compliance with applicable percentage thresholds
is measured as of the time of initial investment.

FUNDAMENTAL INVESTMENT RESTRICTIONS
The following investment restrictions are fundamental policies of the series
described in this SAI and may not be changed except as described above.

(1) A series may not, with respect to 75% of its total assets, purchase
securities of an issuer (other than the U.S. Government, its agencies,
instrumentalities or authorities or repurchase agreements collateralized
by U.S. Government securities and other investment companies, if: (a) such
purchase would, at the time, cause more than 5% of the series' total
assets, taken at market value, to be invested in the securities of such
issuer; or (b) such purchase would, at the time, result in more than 10%
of the outstanding voting securities of such issuer being held by the
series.

This restriction does not apply to the Phoenix-Deutsche Dow 30,
Phoenix-Deutsche Nasdaq-100 Index(R), Phoenix-Duff & Phelps Real Estate
Securities or Phoenix-Van Kampen Focus Equity Series.

(2) A series may not purchase securities in a given industry if, after giving
effect to the purchase, more than 25% of its total assets would be
invested in the securities of one or more issuers conducting business
activities in the same industry (excluding the U.S. Government or its
agencies or instrumentalities).

This restriction does not apply to the Phoenix-Duff & Phelps Real Estate
Securities, Phoenix-Deutsche Dow 30 or Phoenix-Deutsche Nasdaq-100
Index(R) or Phoenix-Van Kampen Focus Equity Series.

In addition, the Phoenix-Goodwin Money Market Series and Phoenix-Oakhurst
Strategic Allocation Series may invest more than 25% of their assets in
the banking industry.

(3) A series may not issue senior securities in contravention of the 1940 Act.
Activities permitted by SEC exemptive orders or staff interpretations
shall not be deemed prohibited by this restriction.

(4) A series may not borrow money, except (i) in amounts not to exceed one
third of the value of the series' total assets (including the amount
borrowed) from banks, and (ii) up to an additional 5% of its total assets
from banks or other lenders for temporary purposes. For purposes of this
restriction, (a) investment techniques such as margin purchases, short
sales, forward commitments, and roll transactions, (b) investments in
instruments such as futures contracts, swaps, and options, and (c)
short-term credits extended in connection with trade clearances and
settlement shall not constitute borrowing.

(5) A series may not underwrite the securities issued by other persons, except
to the extent that, in connection with the disposition of portfolio
securities, a series may be deemed to be an underwriter under the
applicable law.

(6) A series may not purchase or sell real estate, except that a series may
(i) acquire or lease office space for its own use, (ii) invest in
securities of issuers that invest in real estate or interests therein,
(iii) invest in mortgage-related securities and other securities that are
secured by real estate or interests therein, or (iv) hold and sell real
estate acquired by the series as a result of the ownership of securities.

(7) A series may not make loans, except that a series may (i) lend portfolio
securities, (ii) enter into repurchase agreements, (iii) purchase all or a
portion of an issue of debt securities, bank loan participation interests,
bank certificates of deposit, bankers' acceptances, debentures or other
securities, whether or not the purchase is made upon the original issuance
of the securities, and (iv) participate in an interfund lending program
with other registered investment companies.

(8) A series may not purchase or sell commodities or commodity contracts,
except a series may purchase and sell derivatives (including, but not
limited to, options, futures contracts and options on futures contracts)
whose value is tied to the value of a financial index or a financial
instrument or other asset (including, but not limited to, securities
indices, interest rates, securities, currencies and physical commodities).

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 that 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-AIM Mid-Cap Equity,
Phoenix-Alliance/Bernstein Growth + Value, Phoenix-Lazard International Equity
Select, Phoenix-Lazard Small-Cap Value, Phoenix-Lazard U.S. Multi-Cap,
Phoenix-Lord Abbett Bond-Debenture, Phoenix-Lord Abbett Large-Cap Value,
Phoenix-Lord Abbett Mid-Cap Value, Phoenix-MFS Investors Growth Stock,
Phoenix-MFS Investors Trust, Phoenix-MFS Value, Phoenix-State Street Research
Long Duration, and Phoenix-State Street Research Small-Cap Growth Series are for
less than a full year.

MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------
The Board of Trustees supervises the business and affairs of the Fund under
the laws of The Commonwealth of Massachusetts and the Declaration of Trust. The
Trustees and executive officers of the Fund and their principal occupations for
the last five years are set forth below. There is no stated term of office for
Trustees of the Fund.

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

NUMBER OF
PORTFOLIOS IN
FUND COMPLEX OTHER TRUSTEESHIPS/
NAME, ADDRESS, (DOB), AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS
POSITION(S) WITH TRUST TIME SERVED DURING PAST 5 YEARS TRUSTEE HELD BY TRUSTEE
- ------------------------------------------------------------------------------------------------------------------------------------

Frank M. Ellmer, CPA Since 1999 Retired 36 None
704 SW Lake Charles Circle
Port St. Lucie, FL 34986
(4/11/40)
Trustee

- ------------------------------------------------------------------------------------------------------------------------------------
John A. Fabian Since 1999 Retired 36 None
497 Hensler Lane
Oradell, NJ 07649
(2/5/34)
Trustee

- ------------------------------------------------------------------------------------------------------------------------------------
Roger A. Gelfenbien Since 2000 Retired 36 Chairman, Board of
37 Stonegate Drive Trustees at The
Wethersfield, CT 06109 University of
(5/14/43) Connecticut
Trustee (1997-present).
Director, USAllianz
Variable
Insurance Product
Trust, 23 funds
(1999-present).

- ------------------------------------------------------------------------------------------------------------------------------------
Eunice S. Groark Since 1999 Self-employed 36 Director, Peoples'
35 Saddle Ridge Drive Bank
Bloomfield, CT 06002 (1995-present)
(2/1/38)
Trustee

- ------------------------------------------------------------------------------------------------------------------------------------
Frank E. Grzelecki Since 2000 Retired; previously Managing Director, 36 Director,
312 Greenley Road Saugatuck Associates, Inc. (1999-2000); Barnes Group, Inc.
New Canaan, CT 06840 Vice Chairman, (1997-1998), (1997-present).
(6/19/37) President/Chief Operating Officer
Trustee (1992-1997), Handy & Harman, Trenwick
Group, LTD (1999-2001)

- ------------------------------------------------------------------------------------------------------------------------------------
John R. Mallin Since 1999 Principal/Attorney, Cummings & Lockwood, 36 None
Cummings & Lockwood LLC (1996-present)
Cityplace I
Hartford, CT 06103
(7/28/50)
Trustee

- ------------------------------------------------------------------------------------------------------------------------------------
Timothy P. Shriver Since 1999 President and Chief Executive Officer, 36 None
Special Olympics, Inc. Special Olympics, Inc. (1996-present)
1325 G Street, N.W. #500
Washington, D.C. 20005
(8/29/59)
Trustee

- ------------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEES
- ------------------------------------------------------------------------------------------------------------------------------------
Simon Y. Tan* Since 1999 Various positions, including Executive 36 Director,
One American Row Vice President, Phoenix Life Insurance Phoenix-Aberdeen
Hartford, CT 06102 Company (1982-present) International
(2/17/52) Advisors, LLC.
President Director and President
(1999-present) Phoenix
Variable Advisors,
Inc.

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

Michael J. Gilotti* Since 2002 Executive Vice President, The Phoenix 36 N/A
One American Row Edge Series Fund (1999-present), Senior
Hartford, CT 06102 Vice President, Phoenix Life Insurance
(05/25/47) Company (1999-present); Director
Executive Vice President (2000-present), Phoenix Variable
Advisors, Inc; Vice President, Bank and
Broker/Dealer Markets, Aetna Retirement
Services (1994-1999)
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICER(S) WHO ARE NOT TRUSTEES
- ------------------------------------------------------------------------------------------------------------------------------------
Nancy G. Curtiss Since 1994 Vice President, Treasurer and Principal N/A N/A
56 Prospect Street Accounting Officer, The Phoenix Edge
Hartford, CT 06115 Series Fund(1994-present), Phoenix Funds
(1994-present), Phoenix Duff & Phelps Institutional Mutual Funds (1996-present),
(11/24/52) Phoenix-Aberdeen Series Fund (1996-present)
Vice President, Treasurer and and Phoenix-Seneca Funds (2000-present).
Principal Accounting Officer Vice President and Treasurer
(1994-present), Phoenix Equity Planning
Corporation.

- ------------------------------------------------------------------------------------------------------------------------------------
Richard J. Wirth Since 2001 Vice President, Secretary and Counsel, N/A N/A
One American Row The Phoenix Edge Series Fund. Vice
Hartford, CT 06102 President and Insurance and Investment
(11/14/58) Products Counsel. Phoenix Life
Vice President, Insurance Company (1993-present).
Secretary and Counsel

- ------------------------------------------------------------------------------------------------------------------------------------
Doreen A. Bonner Since 1999 Director, Product and Market Development, N/A N/A
One American Row Phoenix Life Insurance Company
Hartford, CT 06102 (1980-present)
(2/21/56)
Vice President and
Compliance Officer

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

* The individuals listed above are "interested persons" of the Trust, as defined
in Section 2(a)(19) of the Investment Company Act of 1940, as amended, and the
rules and regulations thereunder.

None of the Trustees or officers directly own shares of the Fund. As of
April 1, 2002, the Trustees and officers as a group owned variable contracts
that entitled them to give voting instructions with respect to less than 1% of
the outstanding shares of the Fund.

COMMITTEES OF THE BOARD
AUDIT COMMITTEE. The Board has an Audit Committee comprised of entirely
independent Trustees. Audit Committee members are Frank M. Ellmer, John A.
Fabian, Roger A. Gelfenbien and John R. Mallin. The Audit Committee meets with
the Fund's independent auditors to review the scope of their services, including
non-audited functions, as well as the results of their examination of the Fund's
financial statements. The Audit Committee also meets with the independent
auditors to review the adequacy of the Fund's accounting policies and
procedures. The Audit Committee met four times in 2001.

NOMINATING COMMITTEE. The Board has a Nominating Committee that selects and
nominates new candidates for election as non-interested Trustees. The Nominating
Committee will not consider nominees recommended by Policyholders or
Contractowners. John A. Fabian, Eunice S. Groark, Frank E. Grzelecki and Timothy
P. Shriver comprise the Nominating Committee. The Nominating Committee did not
meet in 2001.

EXECUTIVE COMMITTEE. Eunice S. Groark, John R. Mallin and Frank M. Ellmer
serve as members of the Executive Committee of the Board of Trustees. The
Executive Committee is responsible for authorizing management of the Fund to
file amendments to the Fund's registration statement to establish new series and
to undertake any other task or responsibility that the Board of Trustees may,
from time to time, assign to it. The Executive Committee met once in 2001.

COMPENSATION TABLE
Trustee costs are allocated equally to each of the series of the Fund.
Officers and employees of the advisor who are "interested persons" are
compensated by the advisor and receive no compensation from the Fund. Trustees
receive no compensation from any other fund in the complex. Each independent
Trustee receives from the Fund a $3,000 quarterly stipend plus $2,000 for each
Board meeting attended. Committee members receive an additional fee of $2,000
for each committee meeting attended. In addition, the Fund reimburses each of
the independent Trustees for travel and other expenses incurred in connection
with attendance at such meetings. Other officers and Trustees of the Fund
receive no compensation or expense reimbursement. Trustees are not entitled to
receive any retirement benefits or deferred compensation from the

Fund. The Trustees received the following compensation from the Fund for the
year ended December 31, 2001:

- ----------------------------------------------------------------
NAME AGGREGATE COMPENSATION
FROM FUND
- ----------------------------------------------------------------
Frank M. Ellmer $30,000
- ----------------------------------------------------------------
John A. Fabian $28,000
- ----------------------------------------------------------------
Roger A. Gelfenbien $28,000
- ----------------------------------------------------------------
Eunice S. Groark $22,000
- ----------------------------------------------------------------
Frank E. Grzelecki $20,000
- ----------------------------------------------------------------
John R. Mallin $30,000
- ----------------------------------------------------------------
Timothy P. Shriver $16,000
- ----------------------------------------------------------------
Simon Y. Tan None
- ----------------------------------------------------------------
Dona D. Young None
- ----------------------------------------------------------------

TRUSTEE OWNERSHIP OF SECURITIES
Set forth in the table below is the dollar range of equity securities by
each Trustee as of December 31, 2001.

- ------------------------------------------------------------------
AGGREGATE DOLLAR RANGE
OF TRUSTEE
DOLLAR RANGE OF OWNERSHIP IN ALL
EQUITY SECURITIES SERIES OVERSEEN BY
IN A SERIES TRUSTEE IN FAMILY OF
NAME OF TRUSTEE OF THE FUND INVESTMENT COMPANIES(1)
- ------------------------------------------------------------------
Frank M. Ellmer None None
- ------------------------------------------------------------------
John A. Fabian None None
- ------------------------------------------------------------------
Roger A. Gelfenbien None None
- ------------------------------------------------------------------
Eunice S. Groark None None
- ------------------------------------------------------------------
Frank E. Grzelecki None None
- ------------------------------------------------------------------
John R. Mallin None None
- ------------------------------------------------------------------
Timothy P. Shriver $50,000-100,000 $50,000-100,000
- ------------------------------------------------------------------
Simon Y. Tan None None
- ------------------------------------------------------------------
Dona D. Young None None
- ------------------------------------------------------------------

(1)For the purposes of this table, the Fund has been considered to comprise the
relevant Family of Investment Companies.

At December 31, 2001, the Trustees and officers as a group owned less than
1% of the then outstanding shares of each Fund.

INTERESTS OF INDEPENDENT TRUSTEES
SEC Release No. 33-7932 requires, among other things, that for certain
regulatory filings made after February 15, 2002, mutual fund registrants must
disclose potential conflicts of interest involving trustees that could affect
their independence. These new requirements require disclosure by each
independent Trustee, or their immediate family members, of any direct or
indirect interests or material interests, which exceed $60,000, during the two
most recently completed calendar years, or which could impact on their
independence. Each of the following independent trustees has agreed to provide
the following disclosures in accordance with the referenced release. They each
maintain that the existence of these facts or circumstances have not, or do not,
in any manner, affect their ability to serve as impartial and independent
trustees.

Mr. Fabian served as Executive Vice President of Phoenix Home Life Mutual
Insurance Company, now Phoenix Life Insurance Company ("Phoenix"), from
1992-1994 and of Home Life Insurance Company, a predecessor of Phoenix from 1975
to 1992. As a former officer and employee of Phoenix and its predecessor, Mr.
Fabian receives retirement payments and other benefits in excess of $60,000 per
year. These include fixed monthly retirement payments (subject to cost of living
increases) under the Phoenix Home Life Employee Pension Plan, a tax-qualified
defined benefit plan; the Home Life Insurance Company Non-Qualified Retirement
Plan, a non-qualified supplemental defined benefit plan; and a special severance
agreement providing supplemental retirement benefits on a non-qualified basis.
The qualified plan is pre-funded by a separate trust, while the other retirement
benefits are obligations of Phoenix. These benefits are fully vested and fixed
in amount.

Mrs. Groark's husband, Tom Groark, is a partner at the law firm of Day,
Berry & Howard LLP ("DBH"). During the last two completed calendar years, DBH
provided legal services to Duff & Phelps Investment Management Company ("DPIM"),
Phoenix Investment Partners, Ltd. ("PXP"), and other Phoenix affiliates, in the
aggregate amount of approximately $755,259. DPIM is the investment advisor to
the Phoenix-Duff & Phelps Real Estate Series. PXP is the direct or indirect
parent of DPIM and of the Fund's other investment advisors and subadvisors that
are affiliated with The Phoenix Companies, Inc. The work performed by DBH did
not involve the Fund or any of the Fund's investment advisors or subadvisors
other than DPIM. Mr. Groark did not work on or have any other involvement with
any of these matters and they did not have a material effect on his
compensation. Mrs. Groark does not have any interest in DBH.

Mr. Grzelecki and Phoenix are co-investors, among several other investors,
in Saugatuck Capital Company Limited Partnership IV ("Saugatuck Capital"), a
licensed small business investment partnership that was initially capitalized in
July 1999. Mr. Grzelecki has also been affiliated with the general partner of
Saugatuck Capital, Saugatuck Management IV, LLC ("Saugatuck LLC"), and retains
an equity interest in both entities through that relationship. Phoenix and the
Phoenix Employee Pension Plan are limited partners of Saugatuck Capital with an
aggregate $5 million capital commitment (of which $4.5 million is on behalf of
Phoenix and $0.5 million is on behalf of the pension plan). Mr. Grzelecki is a
limited partner in Saugatuck Capital with a capital commitment of $750,000.
Total capitalization of Saugatuck Capital is $48 million in limited partnership
capital commitments and $70 million in financing from the Small Business
Administration, in the form of preferred limited partnership interests. The
limited partnership interests are passive interests, although they entitle the
limited partners to vote for the removal of the general partner. The voting
interests held by both Phoenix and the Plan represent less than 5% of the total
outstanding voting interests in Saugatuck Capital. All capital

commitments will be paid in by February 2011 or sooner. Mr. Grzelecki was one of
the five managing members of Saugatuck LLC from July 1999 through July 2000, and
remains a non-managing member. As general partner, Saugatuck LLC is entitled to
20% of the profits of Saugatuck Capital upon its dissolution in approximately
ten years. Following Mr. Grzelecki's resignation as a managing member of
Saugatuck LLC, he retained a 3.1% vested interest in Saugatuck LLC, which
represents a 0.622% interest in the profits of Saugatuck Capital at dissolution.
Both Mr. Grzelecki and Mr. Paul M. Chute, Managing Director, Phoenix Investment
Counsel, Inc., serve as members of Saugatuck Capital's Advisory Board, a
non-governing board of approximately 12 members. Board members receive $3,000
for each of the four meetings held annually.

Mr. Shriver is President and Chief Executive Officer of Special Olympics,
Inc. ("Special Olympics"), a non-profit organization that sponsors an
international program of year-round sports training and athletic competition for
more than one million children and adults with mental retardation. Phoenix is a
corporate supporter of the Special Olympics. In each of the last two completed
calendar years, Phoenix provided printing services to Special Olympics valued at
$498,799.

BOARD OF TRUSTEES' CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS
The Board of Trustees is ultimately responsible for overseeing the
performance of the Fund's investment advisors and subadvisors and determining
whether to approve and renew the Fund's investment advisory arrangements. At its
meeting on August 28, 2001, the Board approved advisory agreements for the
following newly created Series: Phoenix-AIM Mid-Cap Equity Series; Phoenix-
Alliance/Bernstein Growth + Value Series; Phoenix-MFS Investors Growth Stock
Series; Phoenix-MFS Investors Trust Series; and, the Phoenix-MFS Value Series.
At its meeting on November 13, 2001, the Board approved the renewal of all other
advisory agreements for the Fund. In each instance, the Board considered the
following primary factors:

o The nature and quality of the services that have been, and will be, provided
to each Series as described in the advisory and subadvisory agreements and
in the other materials provided by each of the advisors and subadvisors to
the Fund. These materials also included, without limitation, a description
of the qualifications, including credentials and experience of officers of
each advisor/subadvisor and a brief description of how each
advisors/subadvisor seeks to attract and retain high caliber professionals.
The Trustees were also presented with information comparing Series'
performance against appropriate benchmarks; the amount of brokerage
commissions paid and allocated to affiliated brokers (together with the use
of soft dollars by each applicable advisor/subadvisor); each
advisor/subadvisor's record of compliance with Series' investment
restrictions and their own code of ethics; and the nature of any other
relevant services.

o The fees charged by each advisor and subadvisor together with a comparison
of such fees against an appropriate benchmark. This cost analysis also
included materials relating to indirect costs and other fees collected by
these entities or their affiliates based on their association with the Fund.

o The profitability attributable to serving as an advisor/subadvisor to the
Fund. The responses to this item also addressed how offering the Fund as an
investment option for their variable life insurance and annuity contracts
financially impacts Phoenix and affiliated insurance companies.

o Economies of scale that could be used to reduce expenses were also
considered. Specifically, consideration was given to the scope of expense
reimbursements offered by advisors and the availability of any fee
breakpoints.

Reports from each advisor and subadvisor that addressed each of these
specific factors were supplied to Board members in advance of the annual
contract review meeting and reviewed with them at that meeting.

The Board did not identify any particular information that was all-important
or controlling. Based on the Board's deliberation and its evaluation of the
information described above, the Board, including all of the Independent
Trustees, unanimously approved the agreements and concluded that the
compensation under the agreements is fair and reasonable in light of such
services and expenses and such other matters as the Trustees have considered to
be relevant in the exercise of their reasonable judgment.

DESCRIPTION OF SHARES
The Declaration of Trust authorizes the issuance of an unlimited number of
shares of beneficial interest of each series, each of which represents an equal
proportionate interest in that series. Each share upon liquidation entitles a
shareholder to a pro rata share in the net assets of that series. Shareholders
have no preemptive rights. The Declaration of Trust provides that the Trustees
of the Fund may create additional series of shares or separate classes of
portfolios without shareholder approval. Share certificates representing the
shares will not be issued.

VOTING
Each share of each series entitles the shareholder of record to one vote.
Where a matter pertains solely to one or more series, only the shareholders of
such series will be entitled to vote. Under the Declaration of Trust and
Massachusetts business trust law, the Fund is not required to hold annual
shareholder meetings. It is not anticipated that the Fund will hold shareholder
meetings unless required by law, although special meetings may be called for a
specific series, or for the Fund as a whole, for the election or removal of a
Trustee, changing

a fundamental policy, or approving a new or amended advisory contract or
subadvisory agreement. In addition, the Declaration of Trust provides that the
holders of not less than two-thirds of the outstanding voting shares may remove
a person serving as trustee either by written instrument or at a meeting held
for that purpose. The Trustees are required to call a meeting for the purpose of
considering the removal of a person serving as a Trustee, if requested in
writing by the holders of not less than 10% of the outstanding shares of the
Fund. In accordance with current laws, it is anticipated that an insurance
company issuing a variable contract that participates in the Fund will request
voting instructions from the variable contract owners and will vote the shares
in the separate account in proportion to the voting instructions received. The
Fund's shares do not have cumulative voting rights.

One or more of the separate accounts of the Phoenix family of insurance
companies offering variable insurance and annuity products own the shares of
both of the series. The following table shows the percentage ownership of each
series held by each separate or general account as of August 1, 2002.

- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix Life
Phoenix Life Phoenix Life & Annuity
Variable Variable PHL Variable PHL Variable Variable
Accumulation Universal Accumulation Universal Life Universal
Series Account Life Account Account Account Life Account
- ------------------------------------------------------------------------------------------------------------------------------------

Phoenix-Aberdeen International 33.3% 41.7% 25.0% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia 29.2% 28.0% 42.5% 0.0% 0.3%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-AIM Mid-Cap Equity 12.3% 68.6% 19.2% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Alliance/Bernstein Growth + Value 5.2% 58.5% 36.3% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Deutsche Dow 30 19.8% 33.5% 46.4% 0.0% 0.3%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Deutsche Nasdaq-100 Index(R) 24.5% 37.6% 37.5% 0.0% 0.4%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities 23.1% 29.6% 47.2% 0.0% 0.1%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Capital Growth 29.9% 49.0% 21.1% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Small & Mid-Cap Growth 20.4% 81.2% -1.7% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Federated U.S. Government Bond 15.3% 36.0% 48.6% 0.0% 0.1%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market 6.1% 52.7% 41.1% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income 35.2% 29.4% 34.2% 0.0% 1.2%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity 24.7% 36.9% 38.3% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-J.P. Morgan Research Enhanced Index 28.1% 23.9% 47.9% 0.0% 0.1%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Flexible Income 34.7% 27.2% 38.0% 0.0% 0.1%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Growth 99.5% 0.5% 0.0% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Kayne Large-Cap Core 14.8% 20.4% 63.7% 0.0% 1.1%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Kayne Small-Cap Quality Value 22.3% 23.3% 53.8% 0.0% 0.7%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Lazard International Equity Select 0.0% 0.0% 0.0% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Lazard Small-Cap Value 0.0% 0.0% 0.0% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Lazard U.S. Multi-Cap 0.0% 0.0% 0.0% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Lord Abbett Bond-Debenture 0.0% 0.0% 0.0% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Lord Abbett Large-Cap Value 0.0% 0.0% 0.0% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Lord Abbett Mid-Cap Value 0.0% 0.0% 0.0% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-MFS Investors Growth Stock 18.6% 63.4% 18.0% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-MFS Investors Trust 8.5% 77.9% 13.6% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-MFS Value 19.2% 37.2% 43.6% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth & Income 21.2% 23.9% 54.9% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Strategic Allocation 17.1% 57.7% 25.2% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Sanford Bernstein Global Value 9.3% 64.1% 26.6% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Sanford Bernstein Mid-Cap Value 27.5% 27.1% 45.1% 0.0% 0.2%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Sanford Bernstein Small-Cap Value Equity 19.1% 27.5% 52.2% 0.0% 1.1%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth 26.1% 25.9% 47.2% 0.0% 0.7%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Strategic Theme 24.5% 32.5% 42.8% 0.0% 0.2%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-State Street Research Small-Cap Growth 0.0% 0.0% 0.0% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Van Kampen Focus Equity 0.0% 0.0% 0.0% 0.0% 0.0%
- ------------------------------------------------------------------------------------------------------------------------------------

PHL Variable Insurance Company and Phoenix Life and Annuity Company are
indirect, wholly owned subsidiaries of The Phoenix Companies, Inc. No shares are
held by any advisor or subadvisor of the Fund.

THE INVESTMENT ADVISORS AND SUBADVISORS
- --------------------------------------------------------------------------------

THE INVESTMENT ADVISORS
The Fund has entered into Investment Advisory Agreements (each an
"Agreement" and together the "Agreements") with Phoenix Investment Counsel,
Inc., Phoenix Variable Advisors, Inc., Duff & Phelps Investment Management Co.,
and Phoenix-Aberdeen International Advisors, LLC (each an "advisor" and together
the "advisors") to serve as investment advisors to the various series of the
Fund, as described below. 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.

The Agreements remain in effect for two years following the initial
effective date with respect to a series, and continue in force from year to year
thereafter 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 (as that
term is defined in the 1940 Act). 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 1940 Act) 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.

The 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 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.

PHOENIX INVESTMENT COUNSEL, INC.
Phoenix Investment Counsel, Inc. ("PIC") is the investment advisor to the
following series of the Fund:

o Phoenix-Aberdeen International Series
o Phoenix-Engemann Capital Growth Series
o Phoenix-Engemann Small & Mid-Cap Growth Series
o Phoenix-Goodwin Money Market Series
o Phoenix-Goodwin Multi-Sector Fixed Income Series
o Phoenix-Hollister Value Equity Series
o Phoenix-Kayne Large-Cap Core Series
o Phoenix-Kayne Small-Cap Quality Value Series
o Phoenix-Oakhurst Growth and Income Series
o Phoenix-Oakhurst Strategic Allocation Series
o Phoenix-Seneca Mid-Cap Growth Series
o Phoenix-Seneca Strategic Theme Series

The Fund pays PIC, as full compensation for the services and facilities
furnished to the Fund under the Agreement; a fee based on an annual percentage
of the average daily net assets of each of these series, as described in the
tables below. There can be no assurance that a series will reach a net asset
level high enough to realize a reduction in the rate of the advisory fee.

- ---------------------------------------------------------------
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-Goodwin
Money Market .40% .35% .30%
- ---------------------------------------------------------------
Phoenix-Goodwin
Multi-Sector Fixed
Income .50% .45% .40%
- ---------------------------------------------------------------
Phoenix-Hollister
Value Equity .70% .65% .60%
- ---------------------------------------------------------------
Phoenix-Oakhurst
Growth and Income .70% .65% .60%
- ---------------------------------------------------------------
Phoenix-Oakhurst
Strategic Allocation .60% .55% .50%
- ---------------------------------------------------------------
Phoenix-Seneca
Strategic Theme .75% .70% .65%
- ---------------------------------------------------------------

- ---------------------------------------------------------------
SERIES RATE
- ---------------------------------------------------------------
Phoenix-Engemann Small & Mid-Cap Growth .90%
- ---------------------------------------------------------------
Phoenix-Kayne Large-Cap Core .70%
- ---------------------------------------------------------------
Phoenix-Kayne Small-Cap Quality Value .90%
- ---------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth .80%
- ---------------------------------------------------------------

PIC has been an investment advisor for over sixty years, and is an
investment advisor and subadvisor to other mutual funds and institutional
clients. PIC also is a subadvisor to the Phoenix-Aberdeen New Asia Series.
Phoenix Equity Planning Corporation ("PEPCO") owns all of the outstanding stock
of PIC, a subsidiary of Phoenix Investment Partners, Ltd. ("PXP"). PXP is an
indirect, wholly-owned subsidiary of The Phoenix Companies, Inc. PEPCO also
performs bookkeeping, pricing and administrative services for the Fund. PIC was
originally organized in 1932 as John P. Chase, Inc. As of December 31, 2001, PIC
had approximately $23.8 billion in assets under management. PIC's offices are
located at 56 Prospect Street, Hartford, Connecticut 06115.

PHOENIX VARIABLE ADVISORS, INC.
Phoenix Variable Advisors, Inc. ("PVA") is the investment advisor to the
following series of the Fund:

o Phoenix-AIM Mid-Cap Equity Series
o Phoenix-Alliance/Bernstein Growth + Value Series
o Phoenix-Deutsche Dow 30 Series

o Phoenix-Deutsche NASDAQ-100 Index(R) Series
o Phoenix-Federated U.S. Government Bond Series
o Phoenix-J.P. Morgan Research Enhanced Index Series
o Phoenix-Janus Flexible Income Series
o Phoenix-Janus Growth Series
o Phoenix-Lazard International Equity Select Series
o Phoenix-Lazard Small-Cap Value Series
o Phoenix-Lazard U.S. Multi-Cap Series
o Phoenix-Lord Abbett Bond-Debenture Series
o Phoenix-Lord Abbett Large-Cap Value Series
o Phoenix-Lord Abbett Mid-Cap Value Series
o Phoenix-MFS Investors Growth Stock Series
o Phoenix-MFS Investors Trust Series
o Phoenix-MFS Value Series
o Phoenix-Sanford Bernstein Global Value Series
o Phoenix-Sanford Bernstein Mid-Cap Value Series
o Phoenix-Sanford Bernstein Small-Cap Value Series
o Phoenix-State Street Research Small-Cap Growth Series
o Phoenix-Van Kampen Focus Equity Series

The Fund pays PVA, as full compensation for the services and facilities
furnished to the Fund under the Agreement; a fee based on an annual percentage
of the average daily net assets of each of these series, as described in the
table below.

- --------------------------------------------------------------
SERIES RATE
- --------------------------------------------------------------
Phoenix-AIM Mid-Cap Equity .85%
- --------------------------------------------------------------
Phoenix-Alliance/Bernstein Growth + Value .85%
- --------------------------------------------------------------
Phoenix-Deutsche Dow 30 .35%
- --------------------------------------------------------------
Phoenix-Deutsche Nasdaq-100 Index(R) .35%
- --------------------------------------------------------------
Phoenix-Federated U.S. Government Bond .60%
- --------------------------------------------------------------
Phoenix-J.P. Morgan Research Enhanced Index .45%
- --------------------------------------------------------------
Phoenix-Janus Flexible Income .80%
- --------------------------------------------------------------
Phoenix-Janus Growth .85%
- --------------------------------------------------------------
Phoenix-Lazard International Equity Select .90%
- --------------------------------------------------------------
Phoenix-Lazard Small-Cap Value .90%
- --------------------------------------------------------------
Phoenix-Lazard U.S. Multi-Cap .80%
- --------------------------------------------------------------
Phoenix-Lord Abbett Bond-Debenture .75%
- --------------------------------------------------------------
Phoenix-Lord Abbett Large-Cap Value .75%
- --------------------------------------------------------------
Phoenix-Lord Abbett Mid-Cap Value .85%
- --------------------------------------------------------------
Phoenix-MFS Investors Growth Stock .75%
- --------------------------------------------------------------
Phoenix-MFS Investors Trust .75%
- --------------------------------------------------------------
Phoenix-MFS Value .75%
- --------------------------------------------------------------
Phoenix-Sanford Bernstein Global Value .90%
- --------------------------------------------------------------
Phoenix-Sanford Bernstein Mid-Cap Value 1.05%
- --------------------------------------------------------------
Phoenix-Sanford Bernstein Small-Cap Value 1.05%
- --------------------------------------------------------------
Phoenix-State Street Research Small-Cap Growth .85%
- --------------------------------------------------------------
Phoenix-Van Kampen Focus Equity .85%
- --------------------------------------------------------------

PVA began operations as an investment advisor in 1999, the same year it
began serving as an investment advisor to the Fund. PVA, an indirect, wholly
owned subsidiary of Phoenix, was established to actively monitor and manage
subadvisor performance for those series of the Fund where the subadvisor is not
affiliated with Phoenix. This remains PVA's sole business activity. As of
December 31, 2001, PVA has approximately $365.6 million in assets under
management. PVA's offices are located at One American Row, Hartford, Connecticut
06102.

DUFF & PHELPS INVESTMENT MANAGEMENT CO.
Duff & Phelps Investment Management Co. ("DPIM") is the investment advisor
to the Phoenix-Duff & Phelps Real Estate Securities Series.

The Fund pays DPIM, as full compensation for the services and facilities
furnished to the Fund under the Agreement; a fee based on an annual percentage
of the average daily net assets of the series, as described in the table below.
There can be no assurance that a series will reach a net asset level high enough
to realize a reduction in the rate of the advisory fee.

- -----------------------------------------------------------------------
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 .75% .70% .65%
Securities
- -----------------------------------------------------------------------

DPIM also serves as investment advisor for other funds. DPIM is a
subsidiary of PXP, and an indirect, wholly owned subsidiary of The Phoenix
Companies, Inc. As of December 31, 2001, DPIM had approximately $6.9 billion in
assets under management. DPIM's offices are located at 55 East Monroe Street,
Suite 3600, Chicago, Illinois 60603.

PHOENIX-ABERDEEN INTERNATIONAL ADVISORS, LLC
Phoenix-Aberdeen International Advisors, LLC ("PAIA") is the investment
advisor to the Phoenix-Aberdeen New Asia Series.

The Fund pays PAIA, as full compensation for the services and facilities
furnished to the Fund under the Agreement; a fee based on an annual percentage
of the average daily net assets of the series, as described in the table below.

- --------------------------------------------------------------
SERIES RATE
- --------------------------------------------------------------
Phoenix-Aberdeen New Asia 1.00%
- --------------------------------------------------------------

PAIA also serves as an investment advisor to other funds. PAIA is a Delaware
limited liability company formed in 1996 and jointly owned and managed by PM
Holdings, Inc., a wholly-owned subsidiary of Phoenix, and Aberdeen Fund
Managers, Inc., a wholly-owned subsidiary of Aberdeen Asset Management PLC. As
of December 31, 2001, PAIA had approximately $42.9 million in assets under
management. PAIA's offices are located at One American Row, Hartford,
Connecticut 06115.

EXPENSE REIMBURSEMENT ARRANGEMENTS
The advisors have agreed to reimburse the Fund for certain operating
expenses for all series. For the year ended December 31, 2002, the portion of
these expenses to be paid by each series is listed in the following table. All
expense reimbursement arrangements may be discontinued at any time thereafter.

- ---------------------------------------------------------------
MAXIMUM OPERATING
SERIES EXPENSE
- ---------------------------------------------------------------
Phoenix-Aberdeen International .40%
- ---------------------------------------------------------------

Phoenix-Aberdeen New Asia .35%
- ---------------------------------------------------------------
Phoenix-AIM Mid-Cap Equity .25%
- ---------------------------------------------------------------
Phoenix-Alliance/Bernstein Growth + Value .25%
- ---------------------------------------------------------------
Phoenix-Deutsche Dow 30 .25%
- ---------------------------------------------------------------
Phoenix-Deutsche Nasdaq-100 Index .25%
- ---------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate .35%
Securities
- ---------------------------------------------------------------
Phoenix-Engemann Capital Growth .25%
- ---------------------------------------------------------------
Phoenix-Engemann Small & Mid-Cap Growth .35%
- ---------------------------------------------------------------
Phoenix-Federated U.S. Government Bond .35%
- ---------------------------------------------------------------
Phoenix-Goodwin Money Market .25%
- ---------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income .25%
- ---------------------------------------------------------------
Phoenix-Hollister Value Equity .25%
- ---------------------------------------------------------------
Phoenix-J.P. Morgan Research Enhanced Index .20%
- ---------------------------------------------------------------
Phoenix-Janus Flexible Income .25%
- ---------------------------------------------------------------
Phoenix-Janus Growth .25%

- ---------------------------------------------------------------
Phoenix-Kayne Large-Cap Core .15%
- ---------------------------------------------------------------
Phoenix-Kayne Small-Cap Value .15%
- ---------------------------------------------------------------
Phoenix-Lazard International Equity Select .15%
- ---------------------------------------------------------------
Phoenix-Lazard Small-Cap Value .15%
- ---------------------------------------------------------------
Phoenix-Lazard U.S. Multi-Cap .15%
- ---------------------------------------------------------------
Phoenix-Lord Abbett Bond-Debenture .15%
- ---------------------------------------------------------------
Phoenix-Lord Abbett Large-Cap Value .15%
- ---------------------------------------------------------------
Phoenix-Lord Abbett Mid-Cap Value .15%
- ---------------------------------------------------------------

Phoenix-MFS Investors Growth Stock .25%
- ---------------------------------------------------------------
Phoenix-MFS Investors Trust .25%
- ---------------------------------------------------------------
Phoenix-MFS Value .25%
- ---------------------------------------------------------------
Phoenix-Oakhurst Growth & Income .25%
- ---------------------------------------------------------------
Phoenix-Oakhurst Strategic Allocation .25%
- ---------------------------------------------------------------
Phoenix-Sanford Bernstein Global Value .25%
- ---------------------------------------------------------------
Phoenix-Sanford Bernstein Mid-Cap Value .25%
- ---------------------------------------------------------------
Phoenix-Sanford Bernstein Small-Cap Value .25%
- ---------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth .35%
- ---------------------------------------------------------------
Phoenix-Seneca Strategic Theme .35%

- ---------------------------------------------------------------
Phoenix-State Street Research Small-Cap .15%
Growth
- ---------------------------------------------------------------

Phoenix-Van Kampen Focus Equity .25%

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

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 imposed on open-end investment companies by any state in which shares
of such series are then qualified.

The Agreements also provide that all costs and expenses not specifically
enumerated, as payable by the advisors shall be paid by the Fund (or, in certain
cases, Phoenix). 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 (or, in certain cases, Phoenix)) 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 (or, in certain cases, Phoenix) 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 advisors were compensated for the last three calendar years as follows:

- --------------------------------------------------------------
COMPENSATION FOR THE YEAR ENDED
DECEMBER 31,
ADVISORS 2001 2000 1999
- --------------------------------------------------------------
Duff & Phelps $ 279,136 $ 222,041 $ 224,670
Investment Management
Company
- --------------------------------------------------------------
Phoenix-Aberdeen $ 38,392 $ 48,551 $ 39,395
International Advisors,
LLC
- --------------------------------------------------------------

Phoenix Investment $15,567,938 $21,356,000 $19,654,852
Counsel, Inc.
- --------------------------------------------------------------
Phoenix Variable $ 816,631 $ 626,860 $ 28,115
Advisors, LLC
- --------------------------------------------------------------

THE SUBADVISORS
PIC, PVA and PAIA employ subadvisors to furnish portfolio management
services to the series, subject to Investment Subadvisory Agreements, the terms
of which are described below.

ABERDEEN FUND MANAGERS, INC.
PAIA has engaged Aberdeen Fund Managers, Inc. ("Aberdeen") as a subadvisor
to the Phoenix-Aberdeen New Asia Series. PAIA has also engaged PIC to implement
domestic cash management for this series. Aberdeen provides all other day-to-day
investment operations for the series including international portfolio
management. For implementing certain portfolio transactions and providing
research and other services to the series, PAIA pays a monthly fee to Aberdeen
based on an annual percentage of the average daily net assets of the series as
follows:

- --------------------------------------------------------------
SERIES RATE
- --------------------------------------------------------------
Phoenix-Aberdeen New Asia .40%
- --------------------------------------------------------------

PIC has engaged Aberdeen as a subadvisor to the Phoenix-Aberdeen
International Series. Aberdeen provides the day-to-day portfolio management for
the series. For implementing certain portfolio transactions and providing other
services to the series, PIC pays a monthly fee to Aberdeen based on an annual
percentage of the average daily net assets of the series as follows:

- --------------------------------------------------------------
SERIES RATE BREAKPOINT ASSETS
- --------------------------------------------------------------
.375% On first $250 million
-----------------------------------
Phoenix-Aberdeen .350% On next $250 million
International -----------------------------------
.325% On excess
- --------------------------------------------------------------

Aberdeen may, as needed, use the resources of its parent, Aberdeen Asset
Management PLC and its parent's wholly owned subsidiaries for implementing
certain portfolio transactions and for providing research services. For
implementing certain portfolio transactions, providing research and other
services with regard to investments in particular geographic areas, for example,
Aberdeen 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. Aberdeen and Aberdeen Asset Management Asia Limited have
executed an investment management agreement for the Phoenix-Aberdeen New Asia
Series. Aberdeen Asset Management Asia Limited executes Far East portfolio
management on behalf of Aberdeen.

Aberdeen is a wholly owned subsidiary of Aberdeen Asset Management PLC, and
its principal offices are located at 300 SE 2nd Street, Suite 820, Fort
Lauderdale, Florida 33304. Aberdeen Asset Management Asia Limited is a direct
subsidiary of Aberdeen Asset Management PLC, and its principal offices are
located at 21 Church Street, #01-01 Capital Square Two, Singapore 049480.
Aberdeen Asset Management PLC was founded in 1983 and through subsidiaries
operating from offices in Aberdeen, Scotland; London; 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, 2001, Aberdeen Asset Management PLC, and its
advisory subsidiaries, had approximately $53 billion in assets under management.
Aberdeen Asset Management PLC's principal offices are located at One Bow
Churchyard, Cheapside, London EC4M 9HH.

A I M CAPITAL MANAGEMENT, INC.
Pursuant to a subadvisory agreement between PVA and AIM Capital Management,
Inc. ("AIM"), AIM is the subadvisor and furnishes portfolio management services
to the Phoenix-AIM Mid-Cap Equity Series. For the services provided, PVA pays a
monthly fee to AIM based on an annual percentage of the average daily net assets
of the series as follows:

- -------------------------------------------------------------
SERIES RATE
- -------------------------------------------------------------
Phoenix-AIM Mid-Cap Equity 0.50%
- -------------------------------------------------------------

AIM is an indirect, wholly owned subsidiary of AIM Management Group Inc. AIM
Management Group Inc. advises approximately 150 mutual funds and separate
accounts which total approximately $158 billion in assets as of December 31,
2001. AIM's principal offices are located at 11 Greenway Plaza, Suite 100,
Houston, Texas 77046.

ALLIANCE CAPITAL MANAGEMENT L.P.
Pursuant to a subadvisory agreement between PVA and Alliance Capital
Management L.P. ("Alliance"), Alliance is the subadvisor and furnishes portfolio
management services to the Phoenix-Alliance/Bernstein Growth + Value Series.
Alliance will manage the portion of the series' assets invested in value stocks
through its Bernstein Investment Research and Management unit (the "Bernstein
Unit"). For the services provided through December 31, 2002, PVA pays a monthly
fee to Alliance based on an annual percentage of the average daily net assets of
the series as follows:

- -------------------------------------------------------------
SERIES RATE
- -------------------------------------------------------------
Phoenix-Alliance/Bernstein Growth + Value 0.50%
- -------------------------------------------------------------

After December 31, 2002, the monthly fee payable to Alliance will be based
on an annual percentage of the average daily net assets of the series as
indicated in the following table:

- ----------------------------------
RATE BREAKPOINT ASSETS
- ----------------------------------
0.90% On first $20 million
- ----------------------------------
0.75% On next $20 million
- ----------------------------------
0.60% On next $20 million
- ----------------------------------
0.40% On next $40 million
- ----------------------------------
0.30% On excess
- ----------------------------------

Pursuant to subadvisory agreements between PVA and Alliance, Alliance,
through its Bernstein Unit, is the subadvisor and furnishes portfolio management
services, including effecting the purchase and sales of securities and providing
related advisory services, to the Phoenix-Sanford Bernstein Global Value,
Phoenix-Sanford Bernstein Mid-Cap Value and Phoenix-Sanford Bernstein Small-Cap
Value Series. For the services provided, PVA pays a monthly fee to Alliance
based on an annual percentage of the average daily net assets of the series as
follows:

- --------------------------------------------------------------
SERIES RATE BREAKPOINT ASSETS
- --------------------------------------------------------------
.65% On first $25 million
------------------------------
.50% On next $25 million
Phoenix-Sanford Bernstein ------------------------------
Global Value .45% On next $25 million
------------------------------
.40% On next $100 million
------------------------------
.30% On excess
- --------------------------------------------------------------

- --------------------------------------------------------------
SERIES RATE BREAKPOINT ASSETS
- --------------------------------------------------------------
Phoenix-Sanford Bernstein .80% On first $25 million
Mid-Cap Value ------------------------------
.60% On excess
- --------------------------------------------------------------

- --------------------------------------------------------------
SERIES RATE BREAKPOINT ASSETS
- --------------------------------------------------------------
Phoenix-Sanford Bernstein 1.00%(1) On first $10 million
Small-Cap Value ------------------------------
.875% On next $10 million
------------------------------
.75% On excess
- --------------------------------------------------------------

(1)The series subadvised by the Bernstein Unit receive a 10% reduction in fees
for all or a portion of these series' assets when certain assets of the
series exceed $10 million. As a result of this reduction in fees, the current
rate for calculating subadvisory fees for the Phoenix-Sanford Bernstein Small
Cap Value Series is 0.80% of average daily net assets.

Alliance is a leading international investment advisor supervising client
accounts with assets as of December 31, 2001 totaling approximately $455
billion. The Bernstein Unit services the former investment research and
management business of Sanford C. Bernstein & Co., Inc., a registered investment
advisor and broker/dealer acquired by Alliance in October 2000 that managed
value-oriented investment portfolios since 1967. Alliance is located at 1345
Avenue of the Americas, New York, New York 10105.

DEUTSCHE ASSET MANAGEMENT, INC.
Pursuant to a subadvisory agreement between PVA and Deutsche Asset
Management, Inc. ("DAMI"), DAMI is the subadvisor and provides portfolio
management services, including effecting the purchase and sales of securities
and providing related advisory services, to the Phoenix-Deutsche Trust Dow 30
and Phoenix-Deutsche Nasdaq-100 Index(R) Series. For the services provided, PVA
pays a monthly fee to DAMI (subject to a $100,000 annual minimum for each
series) based on an annual percentage of the average daily net assets of the
series as follows:

- --------------------------------------------------------------
SERIES RATE
- --------------------------------------------------------------
Phoenix-Deutsche Dow 30 .10%
- --------------------------------------------------------------
Phoenix-Deutsche Nasdaq-100 Index(R) .10%
- --------------------------------------------------------------

DAMI, a Delaware banking corporation, is a wholly owned, indirect subsidiary
of Deutsche Bank AG, and has more than 50 years of experience managing
retirement assets for the nation's largest corporations and institutions. DAMI
formally assumed responsibility for managing the series from Bankers Trust
Company on May 1, 2001. No change of actual control or management occurred as a
result of this corporate restructuring. As of December 31, 2001, DAMI had $96.4
billion in assets under management globally; and in the U.S., DAMI is
responsible for over $96 billion in client assets. DAMI's principal offices are
located at 280 Park Avenue, New York, New York 10017.

ROGER ENGEMANN & ASSOCIATES, INC.
Pursuant to subadvisory agreements between PIC and Engemann with respect to
the Phoenix-Engemann Capital Growth and Phoenix-Engemann Small & Mid-Cap Growth
Series, Engemann is the subadvisor and furnishes portfolio management services,
including effecting the purchase and sales of securities and providing related
advisory services, to these series. For the services provided, PIC pays a
monthly fee to Engemann based on an annual percentage of the average daily net
assets of the series as follows:

- -----------------------------------------------------------------
SERIES RATE
- -----------------------------------------------------------------
Phoenix-Engemann Small & Mid-Cap Growth .45%
- -----------------------------------------------------------------

Engemann is a wholly owned subsidiary of Pasadena Capital Corporation, which
is a wholly owned subsidiary of PXP. 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. As of December 31,
2001, Engemann had approximately $5 billion in assets under management.
Engemann's principal place of business is located at 600 North Rosemead Blvd.,
Pasadena, California 91107-2101.

FEDERATED INVESTMENT MANAGEMENT COMPANY
Pursuant to a subadvisory agreement between PVA and Federated Investment
Management Company ("Federated"), Federated is the subadvisor and furnishes
portfolio management services, including effecting the purchase and sales of
securities and providing related advisory services, to the Phoenix-Federated
U.S. Government Bond Series. For the services provided, PVA pays a monthly fee
to Federated based on an annual percentage of the average daily net assets of
the series as follows:

- -----------------------------------------------------------------
SERIES RATE BREAKPOINT ASSETS
- -----------------------------------------------------------------
.30% On first $25 million
--------------------------------
Phoenix-Federated U.S. .25% On next $25 million
Government Bond --------------------------------
.20% On next $50 million
--------------------------------
negotiable On excess
- -----------------------------------------------------------------

Federated, a Delaware business trust, is a wholly-owned subsidiary of
Federated Investors, Inc. Federated and other subsidiaries of Federated
Investors Inc. advise approximately 105 mutual funds and separate accounts which
total approximately $179.7 billion in assets as of December 31, 2001.
Federated's principal offices are located at 1001 Liberty Avenue, Pittsburgh,
Pennsylvania 15222.

J.P. MORGAN INVESTMENT MANAGEMENT INC.
Pursuant to a subadvisory agreement between the Fund, PVA and J.P. Morgan
Investment Management Inc. ("J.P. Morgan"), J.P. Morgan is the subadvisor and
furnishes portfolio management services, including effecting the purchase and
sales of securities and providing related advisory services, to the Phoenix-J.P.
Morgan Research Enhanced Index Series. For the services provided, PVA pays a
monthly fee to J.P. Morgan based on an annual percentage of the average daily
net assets of the series as follows:

J.P. Morgan, founded in 1984, is a wholly-owned subsidiary of J.P. Morgan
Chase & Co. 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. As of December 31, 2001, J.P. Morgan and it affiliates had over

$600 billion in assets under management. J.P. Morgan's principal place of
business is located at 522 Fifth Avenue, New York, New York 10036.

JANUS CAPITAL MANAGEMENT LLC (FORMERLY JANUS CAPITAL CORPORATION)
Pursuant to a subadvisory agreement between PVA and Janus Capital Management
LLC ("Janus"), Janus is the subadvisor and furnishes portfolio management
services, including effecting the purchase and sales of securities and providing
related advisory services, to the Phoenix-Janus Flexible Income and
Phoenix-Janus Growth Series. For the services provided, PVA pays a monthly fee
to Janus based on an annual percentage of the average daily net assets of each
of the series (calculated separately, not in the aggregate) as follows:

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.
Stilwell Financial, Inc. ("Stilwell"), through its wholly owned subsidiary
Janus Capital Management LLC, owns approximately 92% of the outstanding
membership interests stock of Janus. Stilwell is a publicly traded holding
company with principal operations in financial asset management businesses. As
of December 31, 2001, Janus had approximately $182.5 billion under management.
Janus is located at 100 Fillmore Street, Denver, Colorado 80206.

KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT, LLC
Pursuant to a subadvisory agreement between PIC and Kayne Anderson Rudnick
Investment Management, LLC ("Kayne"), Kayne is the subadvisor and furnishes
portfolio management services to the Phoenix-Kayne Large-Cap Core and
Phoenix-Kayne Small-Cap Quality Value Series. For the services provided, PIC
pays a monthly fee to Kayne based on an annual percentage of the combined
average daily net assets of both of the series as follows:

Kayne has been engaged in the investment management business since 1984 and
provides investment services to retirement plans, corporations, foundations,
endowments, insurance companies, and the accounts of other institutional and
private investors. As of March 31, 2002, Kayne had approximately $9.0 billion in
assets under management. Kayne's principal place of business is located at 1800
Avenue of the Stars, Second Floor, Los Angeles, California 90067.

LAZARD ASSET MANAGEMENT
Pursuant to a subadvisory agreement between PVA and Lazard Asset Management
("Lazard"), Lazard is the subadvisor and furnishes portfolio management services
to the Phoenix-Lazard International Equity Select, Phoenix-Lazard Small-Cap
Value and Phoenix-Lazard U.S. Multi-Cap Series. For the services provided, PVA
pays a monthly fee to Lazard based on an annual percentage of the combined
average daily net assets of each of the series as follows:

- -----------------------------------------------------------------
SERIES RATE BREAKPOINT ASSETS
- -----------------------------------------------------------------
.38% On first $250 million
Phoenix-Lazard U.S. Multi-Cap ---------------------------------
.35% On excess
- -----------------------------------------------------------------
Lazard is a division of Lazard Freres & Co., LLC, a pre-eminent global
investment bank with over 150 years of experience. The New York based asset
management division manages investments for corporations, endowments, public and
private pension funds, individuals and mutual funds, with $65 billion in assets
under management as of March 31, 2002.

LORD, ABBETT & CO. LLC
Pursuant to a subadvisory agreement between PVA and Lord, Abbett & Co. LLC
("Lord Abbett"), Lord Abbett is the subadvisor and furnishes portfolio
management services to the Phoenix-Lord Abbett Bond-Debenture, Phoenix-Lord
Abbett Large-Cap Value and Phoenix-Lord Abbett Mid-Cap Value Series. For the
services provided, PIC pays a monthly fee to Lord Abbett based on an annual
percentage of the combined average daily net assets of both of the series as
follows:

* The subadvisor has voluntarily agreed to waive .05% of the subadvisory fee
on the first $200 million for the first 18 months.

Founded in 1929, Lord Abbett manages one of the nation's oldest mutual fund
complexes with approximately $46 billion in more than 40 mutual fund portfolios
and other advisory accounts, as of March 31, 2002. Lord Abbett is located at 90
Hudson Street, Jersey City, NJ 07302.

MFS INVESTMENT MANAGEMENT
Pursuant to a subadvisory agreement between PVA and Massachusetts Financial
Services Company, Inc., doing business as MFS Investment Management ("MFS"), MFS
is the subadvisor and furnishes portfolio management services to the Phoenix-MFS
Investors Growth Stock Series, Phoenix-MFS Investors Trust Series, and
Phoenix-MFS Value Series. For the services provided, PVA pays a monthly fee to
MFS based on an annual percentage of the combined average daily net assets of
all three of the series as follows:

- -----------------------------------------------------------------
SERIES RATE BREAKPOINT ASSETS
- -----------------------------------------------------------------
.375% On first $500 million
Phoenix-MFS Investors Growth ---------------------------------
Stock .35% On next $400 million
Phoenix-MFS Investors Trust ---------------------------------
Phoenix-MFS Value .325% On next $600 million
---------------------------------
.25% On excess
- -----------------------------------------------------------------

MFS and its predecessor organizations have a history of money management
dating from 1924 and the founding of the first mutual fund. Net assets under the
management of the MFS organization were approximately $137 billion as of
December 31, 2000. MFS is located at 500 Boylston Street, Boston, Massachusetts
02116.

Massachusetts Financial Services Company, Inc. is an indirect subsidiary of
Sun Life Assurance Company of Canada.

MORGAN STANLEY INVESTMENT MANAGEMENT INC. (DBA, VAN KAMPEN)
Pursuant to a subadvisory agreement between PVA and Morgan Stanley
Investment Management Inc. ("MSIM"), MSIM is the subadvisor and does business
in certain instances (including in its role as subadvisor to the series) using
the name "Van Kampen." Van Kampen furnishes portfolio management services,
including effecting the purchase and sales of securities and providing related
advisory services, to the Phoenix-Van Kampen Focus Equity Series. For the
services provided, PVA pays a monthly fee to Van Kampen based on an annual
percentage of the average daily net assets of the series as follows:

Van Kampen 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. is the direct parent of Van Kampen.
As of December 31, 2001, Van Kampen, together with its affiliated institutional
and retail asset management entities, managed assets of approximately $415.9
billion. Van Kampen's address is 1221 Avenue of the Americas, New York, New York
10020.

PHOENIX INVESTMENT COUNSEL, INC.
PAIA has engaged PIC as a subadvisor to the Phoenix-Aberdeen New Asia Series
to implement domestic cash management for this series. Aberdeen Fund Managers,
Inc. provides all other day-to-day investment operations for the series
including international portfolio management. For providing research and other
domestic advisory services to the series, PAIA pays a monthly fee to PIC based
on an annual percentage of the average daily net assets of the series as
follows:

- --------------------------------------------------------------
SERIES RATE
- --------------------------------------------------------------
Phoenix-Aberdeen New Asia .30%
- --------------------------------------------------------------

SENECA CAPITAL MANAGEMENT, LLC
Pursuant to a subadvisory agreement between the Fund, PIC and Seneca Capital
Management, LLC ("Seneca") with respect to the Phoenix-Seneca Mid-Cap Growth
Series, and pursuant to a subadvisory agreement between PIC and Seneca with
respect to the Phoenix-Seneca Strategic Theme Series, Seneca is the subadvisor
and furnishes portfolio management services, including effecting the purchase
and sales of securities and providing related advisory services, to the
Phoenix-Seneca Mid-Cap Growth and Phoenix-Seneca Strategic Theme Series. For the
services provided, PIC pays a monthly fee to Seneca based on an annual
percentage of the average daily net assets of the series as follows:

- ----------------------------------------------------------------
SERIES RATE
- ----------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth .40%
- ----------------------------------------------------------------

PXP 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, 2001,
Seneca had approximately $13.6 billion in assets under management. Seneca's
principal offices are located at 909 Montgomery St., San Francisco, California
94133.

STATE STREET RESEARCH & MANAGEMENT COMPANY

Pursuant to a subadvisory agreement between PVA and State Street Research &
Management Company ("State Street Research"), State Street Research is the
subadvisor and furnishes portfolio management services to the Phoenix-State
Street Research Small-Cap Growth Series. For the services provided, PIC pays a
monthly fee to State Street Research based on an annual percentage of the
average daily net assets of the series as follows:

- -----------------------------------------------------------
SERIES RATE
- -----------------------------------------------------------
Phoenix-State Street Research Small-Cap Growth .45%
- -----------------------------------------------------------

State Street Research is a subsidiary of MetLife, Inc. and traces its
heritage back to 1924 and the founding of one of America's first mutual funds.
As of March 31, 2002, State Street Research together with its affiliate, SSR
Realty, managed $50.9 billion in assets, of which $32 billion represented
institutional clients, $11.1 billion represented retail mutual funds and high
net worth individuals, and $7.8 billion represented subadvisory relationships.
State Street Research's offices are located at One Financial Center, Boston, MA
02111.

SUBADVISOR COMPENSATION
The subadvisors were compensated for the last three calendar years as
follows:

- ------------------------------------------------------------------
COMPENSATION FOR THE YEAR ENDED
DECEMBER 31,
SUBADVISORS 2001 2000 1999
- ------------------------------------------------------------------
AIM Capital Management, $2,918 N/A N/A
Inc.
- ------------------------------------------------------------------
Aberdeen Fund Managers, $757,068 $1,069,776 $1,010,212
Inc.
- ------------------------------------------------------------------
Alliance Capital $354,162 $24,408 N/A
Management, L.P.
- ------------------------------------------------------------------
Deutsche Asset Management,
Inc. $187,781 $4,913 $78
- ------------------------------------------------------------------
Roger Engemann &
Associates, Inc. $1,028,104 $1,675,958 $1,362,941
- ------------------------------------------------------------------
Federated Investment
Management Company $44,478 $22,647 $650
- ------------------------------------------------------------------
J.P. Morgan Investment
Management, Inc. $263,608 $306,609 $261,940
- ------------------------------------------------------------------
Janus Capital Management,
LLC $589,841 $315,667 $1,880
- ------------------------------------------------------------------
MFS Investment Management $6,747 N/A N/A
- ------------------------------------------------------------------
Phoenix Investment
Counsel, Inc. $38,392 $48,551 $39,394
- ------------------------------------------------------------------
Seneca Capital Management,
LLC $397,634 $373,540 $44,468
- ------------------------------------------------------------------
Van Kampen $44,273 $34,047 $1,063
- ------------------------------------------------------------------

CUSTODIAN
- --------------------------------------------------------------------------------
Custodians under the terms of a custodian agreement hold the securities and
cash of the series. The custodians are:

[diamond] JP Morgan Chase Bank
270 Park Avenue
New York, NY 10017-2070

[diamond] Brown Brothers Harriman & Co
40 Water Street Boston, MA 02109

[diamond] State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110

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 Money Market
Phoenix-Goodwin Multi-Sector Fixed Income
Phoenix-Oakhurst Strategic Allocation
Phoenix-Seneca Strategic Theme
- ------------------------------------------------------

- ------------------------------------------------------
BROWN BROTHERS HARRIMAN & CO.
- ------------------------------------------------------
Phoenix-Aberdeen International
Phoenix-Aberdeen New Asia
Phoenix-Lazard International Equity Select
Phoenix-Sanford Bernstein Global Value
- ------------------------------------------------------

- ------------------------------------------------------
STATE STREET BANK AND TRUST COMPANY
- ------------------------------------------------------
Phoenix-AIM Mid-Cap Equity
Phoenix-Alliance/Bernstein Growth + Value
Phoenix-Deutsche Dow 30
Phoenix-Deutsche Nasdaq-100 Index(R)
Phoenix-Duff & Phelps Real Estate Securities
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 Flexible Income
Phoenix-Janus Growth
Phoenix-Kayne Large-Cap Core
Phoenix-Kayne Small-Cap Quality Value
Phoenix-Lazard Small-Cap Value
Phoenix-Lazard U.S. Multi-Cap
Phoenix-Lord Abbett Bond-Debenture
Phoenix-Lord Abbett Large-Cap Value
Phoenix-Lord Abbett Mid-Cap Value
Phoenix-MFS Investors Growth Stock
Phoenix-MFS Investors Trust
Phoenix-MFS Value
Phoenix-Oakhurst Growth and Income
Phoenix-Sanford Bernstein Mid-Cap Value
Phoenix-Sanford Bernstein Small-Cap Value
Phoenix-Seneca Mid-Cap Growth
Phoenix-State Street Research Small-Cap Growth
Phoenix-Van Kampen Focus Equity
- ------------------------------------------------------

The Fund permits the custodians to deposit some or all of its securities in
central depository systems as allowed by Federal law. The Board of Trustees of
the Fund has authorized the use of foreign custodians and foreign central
depositories 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 that 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.

INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
PricewaterhouseCoopers LLP, 160 Federal Street, Boston, Massachusetts 02110,
independent accountants for the Fund, audits the Fund's financial statements.
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, Phoenix Equity Planning Corporation
("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. PEPCO is an indirect, wholly owned subsidiary of The Phoenix
Companies, Inc. 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 of $600 per each $1,000,000. PFPC, Inc. has been retained by PEPCO to
perform certain administrative and pricing services for the Fund for which PEPCO
pays PFPC Inc. a fee. While PEPCO has delegated certain responsibilities to PFPC
Inc., PEPCO retains full responsibility for the performance of all duties of the
financial agent.

CODE OF ETHICS
- --------------------------------------------------------------------------------
The Fund and each of its advisors and subadvisors have adopted codes of
ethics. Subject to certain limitations and procedures, these codes permit
personnel that they cover, including employees of the advisors or subadvisors
who regularly have access to information about securities purchased for the
Fund, to invest in securities for their own accounts. This could include
securities that may be purchased by a series of the Fund. The codes are intended
to prevent these personnel from taking inappropriate advantage of their
positions and to prevent fraud upon the Fund.

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 the Fund is permitted to pay
higher brokerage commissions for "brokerage and research services" as defined
herein. An advisor or subadvisor 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 advisor or subadvisor determines 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, it is 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,
confidentiality, including trade anonymity, 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, 1999, 2000 and 2001 brokerage
commissions paid by the series on portfolio transactions totaled $4,927,539,
$4,757,882 and $3,939,249, respectively. None of the commissions in 1999 were
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. Of the commissions paid in the year 2000, $486,020 was paid to
brokers of affiliated persons of the series as follows:

- -----------------------------------------------------------------
SANFORD PXP
BERNSTEIN SECURITIES
- -----------------------------------------------------------------
Commissions Paid $132,078 $353,942
- -----------------------------------------------------------------
Percent of aggregate commissions 2.78% 7.44%
paid to affiliated brokers
- -----------------------------------------------------------------
Percent of aggregate dollar amount 2.28% 8.39%
of transactions involving
commissions effected through
affiliated brokers
- -----------------------------------------------------------------

Of the commissions paid in the year 2001, $320,009 was paid to
brokers of affiliated persons of the series as follows:

- -----------------------------------------------------------------
SANFORD PXP
BERNSTEIN SECURITIES
- -----------------------------------------------------------------
Commissions paid $152,684 $167,401
- -----------------------------------------------------------------
Percent of aggregate commissions 3.88% 4.25%
paid to affiliated brokers
- -----------------------------------------------------------------
Percent of aggregate dollar amount
of transactions involving 1.60% 2.30%
commissions effected through
affiliated brokers
- -----------------------------------------------------------------

Sanford Bernstein is an affiliate of Alliance. PXP Securities is an
affiliate of PIC, PAIA, DPIM, Engemann, Seneca and PVA.

Total brokerage commissions paid during the fiscal year ended December 31,
2001 included brokerage commissions of $366,499,570 on portfolio transactions
aggregating $534,151 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 advisor or subadvisor, particularly when the same security is
suited for the investment objectives of more than one Managed Account. When two
or more series advised by an advisor or subadvisor 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 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 or subadvisor's accounts, as applicable, in accordance with the
allocation order, and if the order is partially filled, it will generally 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. Some of the
subadvisors use different allocation procedures for allocating securities of
initial public offerings.

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.

information with respect to recent sales, market transactions in comparable
securities, quotations from dealers, and various relationships between
securities in determining value. Short-term investments having a remaining
maturity of 60 days or less are valued at amortized cost that approximates
market. All other securities and assets are valued at their fair value as
determined in good faith by or under the direction of the Trustees.

The assets of the Phoenix-Goodwin Money Market Series are valued on the
basis of amortized cost absent extraordinary or unusual market conditions. Under
the amortized cost method of valuation, securities are valued at cost on the
date of purchase. Thereafter the value of a security is increased or decreased
incrementally each day so that at maturity any purchase discount or premium is
fully amortized and the value of the security is equal to its principal amount.
Due to fluctuations in interest rates, the amortized cost value of the
Phoenix-Goodwin Money Market Series securities may at times be more or less than
their market value. By using amortized cost valuation, the Phoenix-Goodwin Money
Market Series seeks to maintain a constant net asset value of $10.00 per share
despite minor shifts in the market value of its portfolio securities.

A security that is listed or traded on more than one exchange is valued at
the quotation on the exchange 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, contract owners and policy owners 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 contract prospectuses, 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 contract prospectuses.

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 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 SEC) exists, or during any period when the
SEC 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 contract prospectuses.

DISCLAIMER
- --------------------------------------------------------------------------------
PHOENIX-DEUTSCHE DOW 30 SERIES
"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-Deutsche 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 the 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-DEUTSCHE NASDAQ-100 INDEX(R) SERIES
The Phoenix-Deutsche Nasdaq-100 Index(R) 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 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.

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, 2001 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 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 contract owner or policy owner having an interest in the
accounts.

APPENDIX
- --------------------------------------------------------------------------------
DESCRIPTION OF SECURITIES RATINGS

MOODY'S INVESTORS SERVICE, INC.

CORPORATE AND MUNICIPAL 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 edged." 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 the 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.

Moody's assigns ratings to individual debt securities issued from
medium-term note (MTN) programs, in addition to indicating ratings to MTN
programs themselves. Notes issued under MTN programs with such indicated ratings
are rated at issuance at the rating applicable to all pari passu notes issued
under the same program, at the program's relevant indicated rating, provided
such notes do not exhibit any of the characteristics listed below. For notes
with any of the following characteristics, the rating of the individual note may
differ from the indicated rating of the program:

1) Notes containing features which link the cash flow and/or market value to
the credit performance of any third party or parties.

2) Notes allowing for negative coupons, or negative principal.

3) Notes containing any provision which could obligate the investor to make any
additional payments.

Market participants must determine whether any particular note is rated, and
if so, at what rating level. Moody's encourages market participants to contact
Moody's Ratings Desks directly if they have questions regarding ratings for
specific notes issued under a medium-term note program.

Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating
classified from Aa through Caa. The modifier 1 indicates that the issue ranks in
the higher end of its generic rating category; the modifier 2 indicates a
midrange ranking; and the modifier 3 indicates that the issue ranks in the lower
end of its generic rating category.

MUNICIPAL SHORT-TERM LOAN RATINGS
MIG 1/VMIG 1: This designation denotes superior credit quality. Excellent
protection is afforded by established cash flows, highly reliable liquidity
support or demonstrated broad-based access to the market for refinancing.

MIG 2/VMIG 2: This designation denotes strong credit quality. Margins of
protection are ample although not so large as in the preceding group.

MIG 3/VMIG 3: This designation denotes acceptable credit quality. Liquidity
and cash flow protection may be narrow and market access for refinancing is
likely to be less well established.

SG: This designation denotes speculative-grade credit quality. Debt
instruments in this category lack margins of protection.

CORPORATE SHORT-TERM DEBT RATINGS
Moody's short-term debt ratings are opinions of the ability of issuers to
repay punctually senior debt obligations which have an original maturity not
exceeding one year, unless explicitly noted.

Moody's employs the following three designations, all judged to be
investment grade, to indicate the relative repayment ability of rated issuers:

PRIME-1: Issuers rated Prime-1 (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability will often be evidenced by many of the following characteristics:
leading market positions in well-established industries; high rates of return on
funds employed; conservative capitalization structure with moderate reliance on
debt and ample asset protection; broad margins in earnings coverage of fixed
financial charges and high internal cash generation; and well-established access
to a range of financial markets and assured sources of alternate liquidity.

PRIME-2: Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

PRIME 3: Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term obligations. The effect of
industry characteristics and market compositions may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.

NOT PRIME: Issuers rated Not Prime do not fall within any of the Prime
rating categories.

STANDARD & POOR'S

CORPORATE AND MUNICIPAL LONG-TERM DEBT RATINGS

LONG-TERM ISSUER CREDIT RATINGS
AAA: An obligor rated 'AAA' has EXTREMELY STRONG capacity to meet its
financial commitments. 'AAA' is the highest Issuer Credit Rating assigned by
Standard & Poor's.

AA: An obligor rated 'AA' has VERY STRONG capacity to meet its financial
commitments. It differs from the highest rated obligors only in small degree.

A: An obligor rated 'A' has STRONG capacity to meet its financial
commitments but is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than obligors in higher-rated
categories.

BBB: An obligor rated 'BBB' has ADEQUATE capacity to meet its financial
commitments. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitments.

Obligors rated 'BB', 'B', 'CCC', and 'CC' are regarded as having significant
speculative characteristics. 'BB' indicates the least degree of speculation and
'CC' the highest. While such obligors will likely have some quality and
protective characteristics, these may be outweighed by large uncertainties or
major exposures to adverse conditions.

BB: An obligor rated 'BB' is LESS VULNERABLE in the near term than other
lower-rated obligors. However, it faces major ongoing uncertainties and exposure
to adverse business, financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial commitments.

B: An obligor rated 'B' is MORE VULNERABLE to nonpayment than obligations
rated 'BB', but the obligor currently has the capacity to meet its financial
commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.

CCC: An obligor rated 'CCC' is CURRENTLY VULNERABLE, and is dependent upon
favorable business, financial, and economic conditions to meet its financial
commitments.

CC: An obligor rated 'CC' is CURRENTLY HIGHLY VULNERABLE.

Plus (+) or minus(-) The ratings from 'AA' to 'CCC' may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

C: A subordinated debt or preferred stock obligation rated 'C' is CURRENTLY
HIGHLY VULNERABLE to nonpayment. The 'C' rating may be used to cover a situation
where a bankruptcy petition has been filed or similar action taken, but payments
on this obligation are being continued. A 'C' also will be assigned to a
preferred stock issue in arrears on dividends or sinking fund payments, but that
is currently paying.

R: An obligor rated 'R' is under regulatory supervision owing to its
financial condition. During the pendency of the regulatory supervision the
regulators may have the power to favor one class of obligations over others or
pay some obligations and not others. Please see Standard & Poor's issue credit
ratings for a more detailed description of the effects of regulatory supervision
on specific issues or classes of obligations.

SD AND D: An obligor rated 'SD' (Selective Default) or 'D' has failed to pay
one or more of its financial

obligations (rated or unrated) when it came due. A 'D' rating is assigned when
Standard & Poor's believes that the default will be a general default and that
the obligor will fail to pay all or substantially all of its obligations as they
come due. An 'SD' rating is assigned when Standard & Poor's believes that the
obligor has selectively defaulted on a specific issue or class of obligations
but it will continue to meet its payment obligations on other issues or classes
of obligations in a timely manner. Please see Standard & Poor's issue credit
ratings for a more detailed description of the effects of a default on specific
issues or classes of obligations.

N.R.: An issuer designated N.R. is not rated.

PUBLIC INFORMATION RATINGS
Ratings with a 'pi' subscript are based on an analysis of an issuer's
published financial information, as well as additional information in the public
domain. They do not, however, reflect in-depth meetings with an issuer's
management and are therefore based on less comprehensive information than
ratings without a 'pi' subscript. Ratings with a 'pi' subscript are reviewed
annually based on a new year's financial statements, but may be reviewed on an
interim basis if a major event occurs that may affect the issuer's credit
quality.

Outlooks are not provided for ratings with a 'pi' subscript, nor are they
subject to potential CreditWatch listings. Ratings with a 'pi' subscript
generally are not modified with '+' or '-' designations. However, such
designations may be assigned when the issuer's credit rating is constrained by
sovereign risk or the credit quality of a parent company or affiliated group.

SHORT-TERM RATING DEFINITIONS
A-1: A short-term obligation rated 'A-1' is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity to
meet its financial commitment on these obligations is extremely strong.

A-2: A short-term obligation rated 'A-2' is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.

A-3: A short-term obligation rated 'A-3' exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.

B: A short-term obligation rated 'B' is regarded as having significant
speculative characteristics. The obligor currently has the capacity to meet its
financial commitment on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet its
financial commitment on the obligation.

C: A short-term obligation rated 'C' is currently vulnerable to nonpayment
and is dependent upon favorable business, financial, and economic conditions for
the obligor to meet its financial commitment on the obligation.

D: A short-term obligation rated 'D' is in payment default. The 'D' rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless Standard & Poor's
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 or the taking
of a similar action if payments on an obligation are jeopardized. of a similar
action if payments on an obligation are jeopardized.

ANNUAL REPORT

THE PHOENIX

EDGE

SERIES FUND

DECEMBER 31, 2001

TABLE OF CONTENTS

PAGE
----
Phoenix-Aberdeen International Series ..................................... 2
Phoenix-Aberdeen New Asia Series .......................................... 9
Phoenix-AIM Mid-Cap Equity Series ......................................... 15
Phoenix-Alliance/Bernstein Growth + Value Series .......................... 20
Phoenix-Deutsche Dow 30 Series ............................................ 26
Phoenix-Deutsche Nasdaq-100 Index(R)Series ................................ 30
Phoenix-Duff & Phelps Real Estate Securities Series ....................... 35
Phoenix-Engemann Capital Growth Series .................................... 40
Phoenix-Engemann Nifty Fifty Series ....................................... 46
Phoenix-Engemann Small & Mid-Cap Growth Series ............................ 51
Phoenix-Federated U.S. Government Bond Series ............................. 57
Phoenix-Goodwin Money Market Series ....................................... 61
Phoenix-Goodwin Multi-Sector Fixed Income Series .......................... 66
Phoenix-Hollister Value Equity Series ..................................... 74
Phoenix-J.P. Morgan Research Enhanced Index Series ........................ 80
Phoenix-Janus Core Equity Series .......................................... 89
Phoenix-Janus Flexible Income Series ...................................... 94
Phoenix-Janus Growth Series ............................................... 99
Phoenix-MFS Investors Growth Stock Series ................................. 103
Phoenix-MFS Investors Trust Series ........................................ 109
Phoenix-MFS Value Series .................................................. 115
Phoenix-Morgan Stanley Focus Equity Series ................................ 120
Phoenix-Oakhurst Balanced Series .......................................... 126
Phoenix-Oakhurst Growth and Income Series ................................. 134
Phoenix-Oakhurst Strategic Allocation Series .............................. 141
Phoenix-Sanford Bernstein Global Value Series ............................. 149
Phoenix-Sanford Bernstein Mid-Cap Value Series ............................ 158
Phoenix-Sanford Bernstein Small-Cap Value Series .......................... 163
Phoenix-Seneca Mid-Cap Growth Series ...................................... 168
Phoenix-Seneca Strategic Theme Series ..................................... 173
Notes to Financial Statements ............................................. 178

Not FDIC Insured No Bank Guarantee May Lose Value

PHOENIX-ABERDEEN INTERNATIONAL SERIES

INVESTOR PROFILE
The Fund is appropriate for investors seeking high total return consistent
with reasonable risk by investing primarily in an internationally diversified
portfolio of equity securities. The Fund essentially focuses on quality
companies with strong management, solid growth prospects and attractive relative
valuations. Investors should note that foreign investments pose added risks,
such as currency fluctuation, less public disclosure, as well as economic and
political risks.

INVESTMENT ADVISER'S REPORT For the 12 months ended December 31, 2001, the Fund
returned -24.04% compared with a return of -21.21% for its benchmark index, the
MSCI EAFE Index(1).

International equity markets have continued to perform poorly, during the
year under review, with sentiment towards the prospects for the global economy
deteriorating significantly in the immediate aftermath of the tragic events of
September 11th. However, as the "war against terrorism" has started to unfold in
a more positive light for the US and its allies, and after significant cuts in
interest rates globally, the equity markets have recovered off their lows
following the terrorist attacks, yet are still significantly down over the year.

In response to the declining economic environment and the impact of the
horrific terrorist attacks in the US, central banks moved quickly to increase
liquidity in the financial markets. As a result, US interest rates were reduced
to 1.75% in the year under review, while UK base rates fell to 4.0%. In
mid-September, widespread global uncertainty also forced the European Central
Bank to aggressively reduce its interest rate from 4.25% to 3.25%. Global
monetary policy is likely to remain accommodative with interest rates being
reduced to emergency levels.

The on-going disputes between OPEC member and non-member states (Norway,
Russia, Mexico) over production levels for crude oil has seen the price of Brent
Crude drop significantly. The drop in the oil price, together with declining
consumer and producer prices, has kept inflationary pressures down and has been
very supportive in allowing central banks to act so aggressively in easing
monetary policy.

The European Central Bank (ECB) has clearly been behind the easing curve on
interest rates, with real rates still considerably higher than the US, and core
inflation falling due to weak demand. The slowness in policy response from the
ECB has meant that "Fortress Europe" has not escaped unscathed with the German
economy teetering on recession. The lack of policy response has also meant that
the Euro has fallen back below 0.90 to the US dollar after rising to 0.9267 in
September. The UK appears to be fairing better than most other economies
throughout the world with third quarter GDP posting a stronger-than-expected
growth rate of 0.6%. It now seems likely that the UK will avoid a recession,
despite a weak manufacturing sector that has suffered from the strength of
sterling. Core inflation has fallen well below the Bank of England's target rate
of 2.5%.

In Japan, the economic gloom has considerably worsened since September
11th. Industrial production fell by 12.7% year-on-year and 4.3%
quarter-on-quarter in the third quarter due not only to a drop in exports, but
also to a decrease in domestic orders. The unemployment rate took a dramatic
jump, rising from 5% to 5.3%, confirming that large-scale labor shedding has
begun in the face of massive excess capacity. Speculation over the extent of the
bad debt problems to which the Japanese banks are exposed, and lack of policy
reform from Prime Minister Junichiro Koizumi, saw the Nikkei Index fall below
the 10,000 level, hitting an 18-year low.

OUTLOOK
Equity markets are likely to remain nervous and volatile over the short
term, a situation that has been exacerbated by the events of September 11th.
Confidence has shown signs of returning recently due to a number of factors. The
speedy progress in the Afghan military campaign, weaker-than-expected oil prices
and the absence of any further terrorist attacks has resulted in a modest
reduction in the global investment risk premium; nonetheless, terrorist threats
on the US and the risk of further extraneous shocks still remain. As a result of
the attacks, the global economic trough has been deferred until 2002 so that a
"V"-shaped recovery will likely not take place until the second half of next
year, with the more likely scenario of a more moderate rate of growth being
achieved.

Disinflation will likely remain the dominant and enduring global theme,
reinforced by the deflationary shock resulting from the terrorist attacks in the
US. In spite of this, and as a direct result of greater stimulative monetary and
fiscal policy, global reflation has been slowly building throughout the year.
For the first time since the 1980's, governments are pursuing fiscal stimulus
policies. Indeed, with economic data remaining weak in the Asia-Pacific region,
the governments of Korea (US$1.5 billion), Singapore (US$6 billion) and Hong
Kong (US$1.2 billion) have all announced fiscal spending packages. The emerging
markets asset class looks set for a better year in 2002 as global economic
activity picks up in response to rising levels of

PHOENIX-ABERDEEN INTERNATIONAL SERIES

liquidity and cheap borrowing rates. Valuations for these markets are back to
1998 crisis levels, with the asset class trading at 10x 2002 earnings despite
improved macro fundamentals.

Historically, shocks like the terrorists attacks in the US tend to lead to
a sudden, albeit temporary, rise in investor risk aversion. The typical investor
response to previous market shocks of this nature suggests that heightened risk
aversion lasts between two to three months, during which time investors seek the
relative security of bonds and cash. Once equities have found an absolute floor,
the recovery period for equities extends anywhere between three months and one
year.

Equity markets have started to anticipate a moderate economic recovery for
the middle of next year. In order for the markets to extend recent gains and
justify current levels of valuation, there must be an improvement on the outlook
for corporate earnings before they can enter into a new bull market phase.
Indeed, inflation is expected to remain subdued due to the unwinding of enormous
global over-capacity in a number of sectors, allowing central banks to keep
monetary policy supportive. With bond yields at or near historic lows, the
foundations are in place for a rebuilding of confidence and improved returns
from the equity markets over the medium to long term.

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

International Series MSCI EAFE Index(1) S&P 500 Index(2)
12/31/91 $10,000.00 $10,000.00 $10,000.00
12/31/92 8,719.13 8,814.84 10,769.10
12/31/93 12,070.40 11,718.70 11,846.00
12/30/94 12,073.60 12,663.00 12,002.70
12/29/95 13,231.90 14,125.60 16,504.60
12/31/96 15,699.00 15,024.40 20,341.50
12/31/97 17,589.70 15,333.30 27,130.70
12/31/98 22,501.40 18,450.90 34,932.50
12/31/99 29,138.00 23,487.70 42,315.50
12/29/00 24,530.00 20,209.30 38,427.90
12/31/01 18,633.30 15,923.80 33,864.70

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01

1 YEAR 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
International Series (24.04)% 3.49% 6.42%
- --------------------------------------------------------------------------------
MSCI EAFE Index(1) (21.21)% 1.17% 4.76%
- --------------------------------------------------------------------------------
S&P 500 Index(2) (11.87)% 10.73% 12.97%
- --------------------------------------------------------------------------------

(1) 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, Australia, New Zealand and the Far East.

(2) The S&P 500 Index is an unmanaged, commonly used measure of stock market
total return performance and is provided for general comparative purposes.

The indices are not available for direct investment.

PHOENIX-ABERDEEN INTERNATIONAL SERIES

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2001

SHARES VALUE
---------- ------------
FOREIGN COMMON STOCKS--97.3%
AUSTRALIA--1.5%
QBE Insurance Group Ltd. (Insurance
(Property-Casualty)) .......................... 594,600 $ 2,337,555
------------
BRAZIL--1.9%
Tele Norte Leste Participacoes SA ADR
(Telecommunications (Long Distance)) .......... 100,000 1,563,000
Unibanco GDR (Banks (Money Center)) ............. 65,250 1,455,075
------------
3,018,075
------------
FINLAND--3.1%
Nokia Oyj (Communications Equipment) ............ 100,490 2,591,166
Stora Enso Oyj (Paper & Forest Products) ........ 187,450 2,400,038
------------
4,991,204
------------
FRANCE--9.4%
Assurances Generales de France (Insurance
(Multi-Line)) ................................. 31,059 1,490,562
Aventis SA (Health Care (Drugs-Major
Pharmaceuticals)) ............................. 33,887 2,406,233
Cap Gemini SA (Computers (Software & Services)).. 9,310 672,271
Castorama Dubois Investissement SA (Retail
(Building Supplies)) .......................... 23,800 1,225,898
Club Mediterranee SA (Lodging - Hotels) ......... 29,541 1,078,407
Havas Advertising SA (Services (Advertising/
Marketing)) ................................... 193,810 1,402,945
L'Oreal SA (Household Products (Non-Durable)).... 25,600 1,844,006
Pechiney SA Class A (Containers & Packaging
(Paper)) ...................................... 34,580 1,782,696
Schneider Electric SA (Electrical Equipment) .... 25,300 1,216,433
Valeo SA (Auto Parts & Equipment) ............... 47,020 1,875,575
------------
14,995,026
------------
GERMANY--1.9%
Allianz AG (Insurance (Multi-Line)) ............... 7,800 1,843,881
Bayerische Motoren Werke AG (Automobiles) ....... 32,140 1,131,791
------------
2,975,672
------------
HONG KONG--2.7%
Giordano International Ltd. (Retail (Specialty-
Apparel)) ..................................... 5,988,000 2,649,269
Swire Pacific Ltd. Class B (Manufacturing
(Diversified)) ................................ 2,410,000 1,730,733
------------
4,380,002
------------
INDIA--0.7%
Videsh Sanchar Nigam Ltd. ADR (Telecommunications
(Long Distance)) .............................. 118,000 1,132,800
------------
ITALY--4.2%
ENI SpA (Oil) ..................................... 218,296 2,736,669
Sanpaolo IMI SpA (Banks (Money Center)) ......... 209,573 2,248,517
Telecom Italia Mobile SpA (Telecommunications
(Cellular/Wireless)) .......................... 310,000 1,730,625
------------
6,715,811
------------
JAPAN--17.9%
Fuji Photo Film Co., Ltd. (Leisure Time
(Products)) ................................... 70,000 2,499,619
Fujikura Ltd. (Electrical Equipment) ............ 482,000 1,809,431
Honda Motor Co. Ltd. (Automobiles) .............. 58,800 2,346,437
Kao Corp. (Household Products (Non-Durable)) .... 110,000 2,287,121
Mabuchi Motor Co., Ltd. (Electrical Equipment) .. 29,000 2,389,746
NTT DoCoMo, Inc. (Telecommunications (Cellular/
Wireless)) .................................... 170 1,997,559
Olympus Optical Co., Ltd. (Health Care (Medical
Products & Supplies)) ......................... 182,000 2,617,656

SHARES VALUE
---------- ------------
JAPAN--CONTINUED
Orix Corp. (Consumer Finance) ................... 25,100 $ 2,248,390
Rohm Co., Ltd. (Electronics (Semiconductors)) ... 13,000 1,687,243
Shin-Etsu Chemical Co., Ltd. (Chemicals
(Specialty)) .................................. 71,000 2,551,580
Terumo Corp. (Health Care (Medical Products &
Supplies)) .................................... 158,000 2,047,032
Uni-Charm Corp. (Household Products (Non-Durable)) 85,000 1,777,049
Yamanouchi Pharmaceutical Co., Ltd. (Health Care
(Diversified)) ................................ 90,000 2,376,011
------------
28,634,874
------------
MEXICO--0.6%
Telefonos de Mexico SA de C.V. ADR Series L
(Telecommunications (Long Distance)) ............ 28,500 998,070
------------
NETHERLANDS--8.7%
ASM Lithography Holding NV (Equipment
(Semiconductors)) (b) ......................... 58,529 1,017,243
Buhrmann NV (Distributors (Food & Health)) ...... 118,190 1,297,531
DSM NV (Chemicals (Specialty)) .................. 54,990 2,007,924
IHC Caland NV (Oil & Gas (Drilling & Equipment)) 29,918 1,398,510
ING Groep NV (Financial (Diversified)) .......... 51,320 1,308,680
Koninklijke (Royal) Philips Electronics NV
(Manufacturing (Diversified)) ................. 84,830 2,521,214
Royal Dutch Petroleum Co. (Oil) ................. 39,571 2,004,764
TNT Post Group NV (Air Freight) ................. 112,130 2,426,062
------------
13,981,928
------------
SINGAPORE--1.8%
Oversea-Chinese Banking Corp., Ltd. (Banks (Major
Regional)) .................................... 493,000 2,936,908
------------
SOUTH KOREA--0.8%
Korea Telecom Corp. ADR (Telecommunications
(Long Distance)) .............................. 64,400 1,309,252
------------
SPAIN--6.4%
Acerinox SA (Iron & Steel) ........................ 45,985 1,537,446
Altadis SA (Tobacco) ............................ 126,675 2,154,260
Grupo Dragados SA (Engineering & Construction) .. 125,640 1,681,360
Telefonica SA (Telecommunications (Long
Distance)) (b) ................................ 180,000 2,408,826
Union Fenosa SA (Electric Companies) ............ 147,547 2,388,351
------------
10,170,243
------------
SWEDEN--4.8%
Assa Abloy AB Class B (Machinery (Diversified)) . 139,511 2,008,273
Nordea AB (Banks (Major Regional)) .............. 482,200 2,551,277
Skandia Forsakrings AB (Insurance (Life/Health)) 253,210 1,834,559
Volvo AB (Trucks & Parts) ....................... 81,500 1,367,438
------------
7,761,547
------------
SWITZERLAND--8.1%
Adecco SA Registered Shares (Services
(Employment)) ................................. 31,170 1,694,338
Credit Suisse Group Registered Shares (Banks
(Money Center)) ............................... 66,120 2,819,565
Nestle SA Registered Shares Class B (Foods) ..... 11,350 2,419,999
Swiss Re Registered Shares (Insurance (Property-
Casualty)) .................................... 29,590 2,976,305
UBS AG Registered Shares (Financial (Diversified)) 31,300 1,579,808
Zurich Financial Services AG (Insurance (Multi-
Line)) ........................................ 6,400 1,501,425
------------
12,991,440
------------
UNITED KINGDOM--22.8%
3i Group plc (Investment Banking/Brokerage) ..... 122,000 1,526,132
Anglo American plc (Metals Mining) .............. 110,000 1,666,594
BOC Group plc (Chemicals (Specialty)) ........... 75,000 1,157,054

See Notes to Financial Statements

PHOENIX-ABERDEEN INTERNATIONAL SERIES

SHARES VALUE
---------- ------------
UNITED KINGDOM--CONTINUED
BP plc (Oil) .................................... 570,000 $ 4,429,987
BT Group plc (Telecommunications (Long
Distance)) (b) ................................ 300,000 1,104,659
Carlton Communications plc (Entertainment) ...... 200,000 707,331
Dixons Group plc (Retail (Computers &
Electronics)) ................................. 500,000 1,710,111
FirstGroup plc (Services (Commercial & Consumer)) 246,000 1,052,613
GlaxoSmithKline plc (Health Care (Drugs-Major
Pharmaceuticals)) ............................. 130,000 3,259,980
HSBC Holdings plc (Financial (Diversified)) ..... 321,000 3,765,533
Logica plc (Computers (Software & Services)) .... 130,000 1,210,904
Marconi plc (Communications Equipment) .......... 310,000 188,367
mm02 plc (Telecommunications
(Cellular/Wireless)) (b) ...................... 300,000 377,680
Prudential plc (Insurance (Life/Health)) ........ 160,000 1,853,614
Reuters Group plc (Publishing) .................. 135,000 1,336,070
Royal Bank of Scotland Group plc (Banks (Money
Center)) ...................................... 90,000 2,190,106
Schroders plc (Investment Management) ........... 80,000 983,859
Serco Group plc (Services (Commercial & Consumer)) 260,000 1,381,187
Shire Pharmaceuticals Group plc (Health Care
(Diversified)) (b) ............................ 166,500 2,084,006
Vodafone Group plc (Telecommunications
(Cellular/Wireless)) .......................... 1,750,000 4,578,185
------------
36,563,972

TOTAL FOREIGN COMMON STOCKS
(Identified cost $179,070,080) ............................ 155,894,379
------------
FOREIGN PREFERRED STOCKS--1.3%
SOUTH KOREA--1.3%
Samsung Electronics Co. Ltd. Pfd. (Electronics
(Semiconductors)) ............................. 24,700 2,134,336
------------
TOTAL FOREIGN PREFERRED STOCKS
(Identified cost $1,415,801) .............................. 2,134,336
------------
TOTAL LONG-TERM INVESTMENTS--98.6%
(Identified cost $180,485,881) ............................ 158,028,715
------------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000)
---------- -----
SHORT-TERM OBLIGATIONS--1.5%
FEDERAL AGENCY SECURITIES--1.5%
Freddie Mac 1.47%, 1/2/02 .................. AAA $2,345 2,344,904
------------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $2,344,904) .............................. 2,344,904
------------
TOTAL INVESTMENTS--100.1%
(Identified cost $182,830,785) ............................ 160,373,619(a)
Other assets and liabilities, net--(0.1)% ................. (149,542)
------------
NET ASSETS--100.0% .......................................... $160,224,077
============

(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $8,097,821 and gross
depreciation of $31,668,881 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$183,944,679.

(b) Non-income producing.

See Notes to Financial Statements

PHOENIX-ABERDEEN INTERNATIONAL SERIES

INDUSTRY DIVERSIFICATION
AS A PERCENTAGE OF TOTAL VALUE OF
TOTAL LONG-TERM INVESTMENTS
(UNAUDITED)

Air Freight ...................................... 1.5%
Auto Parts & Equipment ........................... 1.2
Automobiles ...................................... 2.2
Banks (Major Regional) ........................... 3.4
Banks (Money Center) ............................. 5.4
Chemicals (Specialty) ............................ 3.6
Communications Equipment ......................... 1.7
Computers (Software & Services) .................. 1.2
Consumer Finance ................................. 1.4
Containers & Packaging (Paper) ................... 1.1
Distributors (Food & Health) ..................... 0.8
Electric Companies ............................... 1.5
Electrical Equipment ............................. 3.4
Electronics (Semiconductors) ..................... 2.4
Engineering & Construction ....................... 1.0
Entertainment .................................... 0.4
Equipment (Semiconductors) ....................... 0.6
Federal Agency Securities ........................ 1.5
Financial (Diversified) .......................... 4.1
Foods ............................................ 1.5
Health Care (Diversified) ........................ 2.8
Health Care (Drugs-Major Pharmaceuticals) ........ 3.5
Health Care (Medical Products & Supplies) ........ 2.9
Household Products (Non-Durable) ................. 3.7
Insurance (Life/Health) .......................... 2.3
Insurance (Multi-Line) ........................... 3.0
Insurance (Property-Casualty) .................... 3.3
Investment Banking/Brokerage ..................... 0.9
Investment Management ............................ 0.6
Iron & Steel ..................................... 1.0
Leisure Time (Products) .......................... 1.6
Lodging - Hotels ................................. 0.7
Machinery (Diversified) .......................... 1.3
Manufacturing (Diversified) ...................... 2.6
Metals Mining .................................... 1.0
Oil .............................................. 5.7
Oil & Gas (Drilling & Equipment) ................. 0.9
Paper & Forest Products .......................... 1.5
Publishing ....................................... 0.8
Retail (Building Supplies) ....................... 0.8
Retail (Computers & Electronics) ................. 1.1
Retail (Specialty-Apparel) ....................... 1.7
Services (Advertising/Marketing) ................. 0.9
Services (Commercial & Consumer) ................. 1.5
Services (Employment) ............................ 1.1
Telecommunications (Cellular/Wireless) ........... 5.4
Telecommunications (Long Distance) ............... 5.3
Tobacco .......................................... 1.3
Trucks & Parts ................................... 0.9
-----
100.0%
=====

See Notes to Financial Statements

PHOENIX-ABERDEEN INTERNATIONAL SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $182,830,785) ...................................... $160,373,619
Receivables
Investment securities sold ....................................................................... 625,169
Tax reclaim ...................................................................................... 231,355
Dividends and interest ........................................................................... 83,244
Fund shares sold ................................................................................. 59,610
Prepaid expenses ................................................................................... 1,650
------------
Total assets ................................................................................... 161,374,647
------------

LIABILITIES
Payables
Fund shares repurchased .......................................................................... 891,026
Investment advisory fee .......................................................................... 102,652
Printing fee ..................................................................................... 77,712
Financial agent fee .............................................................................. 13,967
Trustees' fee .................................................................................... 3,262
Accrued expenses ................................................................................... 61,951
------------
Total liabilities .............................................................................. 1,150,570
------------
NET ASSETS ......................................................................................... $160,224,077
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................................. $215,204,481
Undistributed net investment income .............................................................. 478
Accumulated net realized loss .................................................................... (32,522,408)
Net unrealized depreciation ...................................................................... (22,458,474)
------------
NET ASSETS ......................................................................................... $160,224,077
============
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ................... 16,378,993
============
Net asset value and offering price per share ....................................................... $9.78
=====

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Dividends ........................................................................................ $ 3,442,332
Interest ......................................................................................... 156,181
Foreign taxes withheld ........................................................................... (337,308)
------------
Total investment income ........................................................................ 3,261,205
------------
EXPENSES
Investment advisory fee .......................................................................... 1,411,759
Financial agent fee ................................................................................ 188,307
Custodian ........................................................................................ 169,981
Printing ......................................................................................... 96,324
Professional ..................................................................................... 28,876
Trustees ......................................................................................... 8,438
Miscellaneous .................................................................................... 9,095
------------
Total expenses ................................................................................. 1,912,780
------------
NET INVESTMENT INCOME .............................................................................. 1,348,425
------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .................................................................. (32,408,972)
Net realized loss on foreign currency transactions ............................................... (224,911)
Net change in unrealized appreciation (depreciation) on investments .............................. (23,429,910)
Net change in unrealized appreciation (depreciation) on foreign currency and
foreign currency transactions .................................................................. 5,342
------------
NET LOSS ON INVESTMENTS ............................................................................ (56,058,451)
------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ............................................... $(54,710,026)
============

See Notes to Financial Statements

PHOENIX-ABERDEEN INTERNATIONAL SERIES

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
12/31/01 12/31/00
------------ -------------

FROM OPERATIONS
Net investment income (loss) .................................................................. $ 1,348,425 $ 1,456,728
Net realized gain (loss) ...................................................................... (32,633,883) 19,976,599
Net change in unrealized appreciation (depreciation) .......................................... (23,424,568) (65,850,375)
------------ -------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................................... (54,710,026) (44,417,048)
------------ -------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ......................................................................... -- (1,089,135)
Net realized short-term gains ................................................................. (2,072,805) (6,644,417)
Net realized long-term gains .................................................................. (3,087,812) (13,214,282)
------------ -------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ..................................... (5,160,617) (20,947,834)
------------ -------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (15,133,649 and 10,617,484 shares, respectively) ................ 163,527,768 165,343,109
Net asset value of shares issued from reinvestment of distributions (492,572 and
1,515,915 shares, respectively) ............................................................. 5,160,617 20,947,834
Cost of shares repurchased (16,881,045 and 11,896,749 shares, respectively) ................... (182,202,911) (186,289,552)
------------ -------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ..................................... (13,514,526) 1,391
============ =============
NET INCREASE (DECREASE) IN NET ASSETS ......................................................... (73,385,169) (65,363,491)
NET ASSETS
Beginning of period ........................................................................... 233,609,246 298,972,737
------------ -------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME (LOSS) AND DISTRIBUTIONS IN EXCESS
OF NET INVESTMENT INCOME OF $478 AND ($1,142,917), RESPECTIVELY) ............................ $160,224,077 $ 233,609,246
============ =============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

YEAR ENDED DECEMBER 31,
--------------------------------------------------
2001 2000 1999 1998 1997
------ ------ ------ ------ ------

Net asset value, beginning of period ..................................... $13.25 $17.19 $15.46 $14.53 $14.52
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ........................................... 0.06 0.08 0.23 0.12(1) 0.12(1)
Net realized and unrealized gain (loss) ................................ (3.23) (2.77) 4.13 3.94 1.61
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ..................................... (3.17) (2.69) 4.36 4.06 1.73
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ..................................... -- (0.06) (0.39) -- (0.22)
Dividends from net realized gains ...................................... (0.30) (1.19) (2.24) (3.13) (1.50)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS .................................................. (0.30) (1.25) (2.63) (3.13) (1.72)
------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE ................................................ (3.47) (3.94) 1.73 0.93 0.01
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD ........................................... $ 9.78 $13.25 $17.19 $15.46 $14.53
====== ====== ====== ====== ======
Total return ............................................................. (24.04)% (15.81)% 29.49% 27.92% 12.04%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) .................................. $160,224 $233,609 $298,973 $241,915 $194,108
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses ..................................................... 1.02% 1.02% 1.01% 0.98% 1.01%
Net investment income .................................................. 0.72% 0.54% 0.81% 0.72% 0.72%
Portfolio turnover rate .................................................. 74% 94% 79% 93% 184%

<FN>
(1) Computed using average shares outstanding.
</FN>

See Notes to Financial Statements

PHOENIX-ABERDEEN NEW ASIA SERIES

INVESTOR PROFILE
The Fund is appropriate for investors seeking long-term capital
appreciation from a diversified portfolio invested primarily in equity
securities of issuers located in at least three different countries in Asia,
other than Japan ("New Asia"). Distribution of investment income, such as
dividends and interest, is incidental in the selection of investments.

INVESTMENT ADVISER'S REPORT
For the 12 months ended December 31, 2001, the Fund returned 1.02% compared
with a return of -2.40% for its benchmark, the MSCI AC Asia Pacific Free Ex.
Japan Index(1).

The period under review was a trying time for Asian economies, as countries
had to deal with the double-whammy of slowing export growth and the
after-effects of September 11th. Following the terrorist attacks, even perennial
optimists were forced to reverse their bullish scenarios for a quick-fire US
rebound. Indeed, it was surely wishful thinking to believe that the termination
of one of the longest bull market runs in US history would be followed by the
mildest of recessions.

The ongoing recession in the US can be expected to last until at least the
second half of 2002. This in turn is unlikely to offer any solace for Asia, save
for the thought that the current slowdown is brought on predominantly by
external variables. Technology, which had led the broader market on the upturn
(leading to the Nasdaq peaking above 5,000 in March 2000), became the pariah of
the markets in 2001. As a result, companies were forced to cut back on their
investments, and the build-up in inventories had to be addressed.

As technology wilted, so did global economic growth. The US and Japan--the
world's two biggest economies--fell into recession. The rest of Asia in turn
suffered, with perceived 'safe haven' economies like Singapore also giving in to
recessionary headwinds.

In response, governments in the region have had no choice but to scale back
growth forecasts. In Singapore, advance estimates showed that GDP fell by 7%
year-on-year in the fourth quarter last year. For the whole of 2001, a 2.2%
contraction is estimated, with a range of -2% to +2% now expected in 2002.
Meanwhile, Thailand once again cut its 2001 GDP projection to 1.5%, Malaysia to
0.5-1%, and South Korea to 2.5%.

The notable exception was China, where a series of market liberalisations
and positive developments stemming from the country's accession into the World
Trade Organization have buoyed the mood of the investing public. While exports
have come off their earlier breakneck pace in the mainland, this has been
effectively absorbed by healthy domestic consumption and adequate fiscal
pump-priming measures.

Within Asia, Singapore remained our preferred market. We were especially
overweight in the banking sector, where the pace of mergers and consolidation
has surged since June. At the corporate level, much is happening in the
city-state relating to the restructuring of government-linked companies and an
increased emphasis on rewarding shareholders. We are also overweight in other
South East Asian markets like Thailand, Indonesia, Philippines, and India,
largely on valuations and good company quality.

Stock wise, our largest exposures in Asia were in companies that were
committed toward reform and restructuring, had adequate cash on the balance
sheet, were well-run, and traded at relatively undemanding valuations. For
example, in Hong Kong we held Giordano International, a prime example of a
company that benefits from the cheaper cost of manufacturing in China. Giordano
has a strong balance sheet, and is blessed with focused and professional
management.

Another holding with exposure to the Hong Kong/China market is Swire
Pacific, a conglomerate with operations stretching from Coke bottling, property
development and investment, aviation, to ports management. We hold the B-shares,
which have the same voting rights as the A-tranche, but trade at a substantial
discount.

In Singapore, our proclivity for restructuring themes was reflected in our
holdings in the domestic banking sector. For example, we held United Overseas
Bank, which received unconditional approval for its takeover of Overseas Union
Bank. The ongoing banking sector consolidation bodes well for the industry, and
should result in increased efficiency going forward.

Relatively inexpensive valuations and good management were the chief
underlying factors behind our decision to hold Malaysian Oxygen in Malaysia.
Malaysian Oxygen is the country's leading producer of industrial gases and
electrodes. Korea Telecom, the dominant telephone provider in South Korea, was
also held based on a valuation perspective.

PHOENIX-ABERDEEN NEW ASIA SERIES

OUTLOOK
Even as regional growth has stumbled, stock markets have thrown caution to
the winds by recovering all of their post-September 11th losses. For now,
abundant liquidity and massive doses of both fiscal and monetary stimuli have
helped support stock exchanges. It remains to be seen, however, if the recovery
can be sustained, as corporate earnings remain a major worry going forward.

Other factors in Asia's favor are current account surpluses enjoyed by most
countries, ample foreign exchange reserves and substantial inroads made by
governments in cutting debt. Asia also remains cheap from a global valuation
perspective. Thus, even if the recovery time frame for the US economy proves to
be optimistic, the relative price attractiveness of Asian stocks will be a major
plus for the region.

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

MSCI AC Asia Pacific Free
New Asia Series Ex. Japan Index(1) S&P 500 Index(2)

9/17/96 $10,000.00 $10,000.00 $10,000.00
12/31/96 10,015.70 10,348.50 10,920.70
12/31/97 6,771.58 6,808.84 14,565.60
12/31/98 6,470.61 6,508.13 18,754.10
12/31/99 9,767.86 9,751.46 22,717.80
12/29/00 8,208.55 6,828.99 20,630.70
12/31/01 8,292.48 6,665.09 18,180.80

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01

FROM
INCEPTION
9/17/96 TO
1 YEAR 5 YEARS 12/31/01
- ----------------------------------------------------------------------------------------

New Asia Series 1.02% (3.71)% (3.48)%
- ----------------------------------------------------------------------------------------
MSCI AC Asia Pacific Free Ex. Japan Index(1) (2.40)% (8.42)% (7.43)%
- ----------------------------------------------------------------------------------------
S&P 500 Index(2) (11.87)% 10.73% 11.96%
- ----------------------------------------------------------------------------------------

This chart assumes an initial gross investment of $10,000 made on 9/17/96
(inception of the Fund). Returns shown include the reinvestment of all
distributions at net asset value, and the change in share price for the stated
period. Returns indicate past performance, which is not predictive of future
performance. Investment return and net asset value will fluctuate so that your
shares, when redeemed, may be worth more or less than the original cost. Foreign
investing involves special risks such as currency fluctuation and less public
disclosure, as well as economic and political risks.

(1) Morgan Stanley Capital International All Country Asia Pacific Free
(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. Performance is calculated on a total return
basis, as reported by Frank Russell Company.

(2) The S&P 500 Index is an unmanaged, commonly used measure of stock market
total return performance and is provided for general comparative purposes.

The indices are not available for direct investment.

PHOENIX-ABERDEEN NEW ASIA SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
--------- -----------
FOREIGN COMMON STOCKS--89.6%
AUSTRALIA--9.9%
BRL Hardy Ltd. (Beverages (Alcoholic)) .......... 58,000 $ 28,069
Leighton Holdings Ltd. (Engineering &
Construction) ................................. 55,916 296,246
QBE Insurance Group Ltd. (Insurance (Property-
Casualty)) .................................... 105,000 412,787
Rio Tinto Ltd. (Metals Mining) .................. 16,500 314,248
-----------
1,351,350
-----------
CHINA--4.7%
PetroChina Co. Ltd. (Oil) ....................... 1,750,000 309,701
Zhejiang Expressway Co. Ltd. (Services (Commercial
& Consumer)) .................................. 1,350,000 332,399
-----------
642,100
-----------
HONG KONG--17.1%
China Mobile (Hong Kong) Ltd. (Telecommunications
(Cellular/Wireless)) (b) ...................... 80,000 281,616
Dah Sing Financial Group (Banks (Major Regional)) 53,800 254,586
Giordano International Ltd. (Retail (Specialty-
Apparel)) ..................................... 1,200,000 530,916
Hong Kong Exchanges & Clear (Investment Banking/
Brokerage) .................................... 82,000 124,611
MTR Corp. Ltd. (Railroads) ...................... 175,000 228,909
Swire Pacific Ltd. Class B (Manufacturing
(Diversified)) ................................ 850,000 610,425
Wing Hang Bank Ltd. (Banks (Major Regional)) .... 90,000 288,541
-----------
2,319,604
-----------
INDIA--7.8%
Bharat Petroleum Corporation Ltd. (Oil & Gas
(Refining & Marketing)) ....................... 72,000 282,207
Gas Authority of India Ltd. GDR (Oil & Gas
(Refining & Marketing)) ....................... 35,000 275,625
ICICI Ltd. (Financial (Diversified)) ............ 175,500 159,959
Videsh Sanchar Nigam Ltd. ADR (Telecommunications
(Long Distance)) .............................. 35,000 336,000
-----------
1,053,791
-----------
INDONESIA--2.5%
PT Unilever Indonesia Tbk (Household Products
(Non-Durable)) ................................ 218,000 342,721
-----------
MALAYSIA--7.7%
Carlsberg Brewery Malaysia Berhad (Beverages
(Alcoholic)) .................................. 45,000 127,893
Malaysian Oxygen Berhad (Chemicals (Specialty)) . 150,000 402,626
Public Bank Berhad (Banks (Major Regional)) ..... 400,000 281,049
Sime UEP Properties Berhad (Homebuilding) ....... 250,000 236,839
-----------
1,048,407
-----------
PHILIPPINES--3.6%
Ayala Land, Inc. (Financial (Diversified)) ...... 2,250,000 211,482
Bank of the Philippine Islands (Banks (Major
Regional)) .................................... 118,750 132,328
La Tondena Distillers, Inc. (Beverages (Alcoholic) 319,600 145,554
-----------
489,364
-----------
SINGAPORE--12.8%
Oversea-Chinese Banking Corp., Ltd. (Banks (Major
Regional)) .................................... 70,000 417,005
Robinson & Co., Ltd. (Retail (Department Stores)) 125,000 301,922
Singapore Airlines Ltd. (Airlines) .............. 45,000 268,075
SMRT Corp., Ltd. (Railroads) .................... 425,000 164,568
United Overseas Bank Ltd. (Banks (Major Regional)) 84,400 580,493
-----------
1,732,063
-----------

SHARES VALUE
--------- -----------
SOUTH KOREA--7.4%
Kookmin Bank (Banks (Money Center)) ............. 11,660 $ 442,077
Korea Telecom Corp. (Telecommunications (Long
Distance)) .................................... 10,000 380,282
Pohang Iron & Steel Co. Ltd. (Iron & Steel) ..... 2,000 185,763
-----------
1,008,122
-----------
SRI LANKA--1.8%
Keells (John) Holdings Ltd. (Foods) ............. 200,000 129,884
National Development Bank Ltd. (Banks (Major
Regional)) .................................... 150,000 115,527
-----------
245,411
-----------
TAIWAN--7.4%
Bank Sinopac (Banks (Major Regional)) ........... 953,150 397,713
Fubon Financial Holding Co. Ltd. (Insurance
(Property-Casualty)) (b) ...................... 300,000 260,646
Standard Foods Taiwan Ltd. GDR (Foods) .......... 52,447 56,380
Taiwan Cellular Corp. (Telecommunications
(Cellular/Wireless)) (b) ...................... 216,000 288,905
-----------
1,003,644
-----------
THAILAND--5.2%
Hana Microelectronics Public Co., Ltd. (Electrical
Equipment) .................................... 130,800 218,838
Phatra Insurance Public Co., Ltd. (Insurance
(Property-Casualty)) .......................... 71,600 142,455
PTT Exploration and Production Public Co. Ltd. ..
(Oil & Gas (Exploration & Production)) ........ 135,000 341,849
-----------
703,142
-----------
UNITED KINGDOM--1.7%
Rowe Evans Investments Group plc (Agricultural
Products) ..................................... 200,000 231,411

TOTAL FOREIGN COMMON STOCKS
(Identified cost $13,379,933) ............................. 12,171,130
-----------
FOREIGN PREFERRED STOCKS--3.2%
SOUTH KOREA--3.2%
Samsung Electronics Co. Ltd. Pfd. (Electronics
(Semiconductors)) ............................. 5,000 432,052
-----------
TOTAL FOREIGN PREFERRED STOCKS
(Identified cost $343,513) ................................ 432,052
-----------
TOTAL LONG-TERM INVESTMENTS--92.8%
(Identified cost $13,723,446) ............................. 12,603,182
-----------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000)
-------- -----
SHORT-TERM OBLIGATIONS--3.7%
FEDERAL AGENCY SECURITIES--3.7%
Freddie Mac 1.72%, 1/2/02 ........... AAA $ 500 499,979
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $499,980) ................................ 499,979
-----------
TOTAL INVESTMENTS--96.5%
(Identified cost $14,223,425) ............................. 13,103,161(a)
Other assets and liabilities, net--3.5% ................... 472,005
-----------
NET ASSETS--100.0% .......................................... $13,575,166
===========

(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $1,214,032 and gross
depreciation of $2,416,861 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$14,305,990.

(b) Non-income producing.

See Notes to Financial Statements

PHOENIX-ABERDEEN NEW ASIA SERIES

INDUSTRY DIVERSIFICATION
AS A PERCENTAGE OF TOTAL VALUE OF
TOTAL LONG-TERM INVESTMENTS
(UNAUDITED)

Agricultural Products ............................ 1.8%
Airlines ......................................... 2.1
Banks (Major Regional) ........................... 19.6
Banks (Money Center) ............................. 3.5
Beverages (Alcoholic) ............................ 4.8
Chemicals (Specialty) ............................ 3.2
Electrical Equipment ............................. 1.7
Electronics (Semiconductors) ..................... 3.4
Engineering & Construction ....................... 2.4
Financial (Diversified) .......................... 3.0
Foods ............................................ 1.5
Homebuilding ..................................... 1.9
Household Products (Non-Durable) ................. 2.7
Insurance (Property-Casualty) .................... 6.5
Investment Banking/Brokerage ..................... 1.0
Iron & Steel ..................................... 1.5
Manufacturing (Diversified) ...................... 4.8
Metals Mining .................................... 2.5
Oil .............................................. 2.5
Oil & Gas (Exploration & Production) ............. 2.7
Oil & Gas (Refining & Marketing) ................. 4.4
Railroads ........................................ 3.1
Retail (Department Stores) ....................... 2.4
Retail (Specialty-Apparel) ....................... 4.2
Services (Commercial & Consumer) ................. 2.6
Telecommunications (Cellular/Wireless) ........... 4.5
Telecommunications (Long Distance) ............... 5.7
-----
100.0%
=====

See Notes to Financial Statements

PHOENIX-ABERDEEN NEW ASIA SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $14,223,425) ............................................... $13,103,161
Cash ....................................................................................................... 4,244
Foreign currency at value (Identified cost $15,965) ........................................................ 15,742
Receivables
Investment securities sold ............................................................................... 720,701
Dividends and interest ................................................................................... 16,651
Receivable from adviser .................................................................................. 4,758
Fund shares sold ......................................................................................... 1,989
Prepaid expenses ........................................................................................... 107
-----------
Total assets ............................................................................................. 13,867,353
-----------
LIABILITIES
Payables
Fund shares repurchased .................................................................................. 226,101
Professional fee ......................................................................................... 30,269
Printing fee ............................................................................................. 16,841
Financial agent fee ...................................................................................... 3,832
Trustees' fee ............................................................................................ 3,262
Accrued expenses ........................................................................................... 11,882
-----------
Total liabilities ...................................................................................... 292,187
-----------
NET ASSETS ................................................................................................. $13,575,166
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ......................................................... $16,881,110
Undistributed net investment income ...................................................................... 120,639
Accumulated net realized loss ............................................................................ (2,307,771)
Net unrealized depreciation .............................................................................. (1,118,812)
-----------
NET ASSETS ................................................................................................. $13,575,166
===========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ........................... 1,842,564
===========
Net asset value and offering price per share ............................................................... $7.37
=====

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Dividends ................................................................................................ $ 488,606
Interest ................................................................................................. 12,418
Foreign taxes withheld ................................................................................... (28,353)
-----------
Total investment income ................................................................................ 472,671
-----------
EXPENSES
Investment advisory fee .................................................................................. 127,972
Financial agent fee ...................................................................................... 46,340
Custodian ................................................................................................ 65,212
Professional ............................................................................................. 30,801
Printing ................................................................................................. 22,133
Trustees ................................................................................................. 8,437
Miscellaneous ............................................................................................ 7,977
-----------
Total expenses ......................................................................................... 308,872
Less expenses borne by investment adviser .............................................................. (148,923)
-----------
Net expenses ........................................................................................... 159,949
-----------
NET INVESTMENT INCOME ...................................................................................... 312,722
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .......................................................................... (984,610)
Net realized loss on foreign currency transactions ....................................................... (14,465)
Net change in unrealized appreciation (depreciation) on investments ...................................... 849,589
Net change in unrealized appreciation (depreciation) on foreign currency and foreign currency transactions 5,818
-----------
NET LOSS ON INVESTMENTS .................................................................................... (143,668)
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ....................................................... $ 169,054
===========

See Notes to Financial Statements

PHOENIX-ABERDEEN NEW ASIA SERIES

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
12/31/01 12/31/00
----------- ------------

FROM OPERATIONS
Net investment income (loss) ............................................. $ 312,722 $ 392,349
Net realized gain (loss) ................................................. (999,075) 1,338,720
Net change in unrealized appreciation (depreciation) ..................... 855,407 (4,416,674)
----------- ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .............. 169,054 (2,685,605)
----------- ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income .................................................... (289,069) (436,041)
----------- ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ................ (289,069) (436,041)
----------- ------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (2,340,672 and 1,832,384 shares,
respectively) .......................................................... 16,679,198 15,800,361
Net asset value of shares issued from reinvestment of distributions
(40,074 and 56,410 shares, respectively) ................................ 289,069 436,041
Cost of shares repurchased (2,344,849 and 2,029,290 shares, respectively) (16,761,270) (17,464,953)
----------- ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ................ 206,997 (1,228,551)
----------- ------------
NET INCREASE (DECREASE) IN NET ASSETS .................................... 86,982 (4,350,197)
NET ASSETS
Beginning of period ...................................................... 13,488,184 17,838,381
----------- ------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME
(LOSS) OF $120,639 AND $82,172, RESPECTIVELY) .......................... $13,575,166 $ 13,488,184
=========== ============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

YEAR ENDED DECEMBER 31,
-----------------------------------------------
2001 2000 1999 1998 1997
------ ------ ------ ------ ------

Net asset value, beginning of period .................................... $ 7.47 $ 9.16 $ 6.13 $ 6.44 $ 9.96
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .......................................... 0.19 0.22 0.11(2) 0.13(2) 0.15
Net realized and unrealized gain (loss) ............................... (0.12) (1.67) 3.00 (0.41) (3.36)
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS .................................... 0.07 (1.45) 3.11 (0.28) (3.21)
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income .................................. (0.17) (0.24) (0.08) (0.03) (0.25)
Dividends from net realized gains ..................................... -- -- -- -- (0.01)
Tax return of capital ................................................. -- -- -- -- (0.05)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS ................................................. (0.17) (0.24) (0.08) (0.03) (0.31)
------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE ............................................... (0.10) (1.69) 3.03 (0.31) (3.52)
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD .......................................... $ 7.37 $ 7.47 $ 9.16 $ 6.13 $ 6.44
====== ====== ====== ====== ======
Total return ............................................................ 1.02% (15.96)% 50.96% (4.44)% (32.39)%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ................................. $13,575 $13,488 $17,838 $9,510 $10,017
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1) ................................................... 1.25% 1.25% 1.25% 1.25% 1.25%
Net investment income ................................................. 2.44% 2.42% 1.49% 2.09% 1.63%
Portfolio turnover rate ................................................. 46% 60% 35% 46% 27%

<FN>
(1) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.41%,
2.41%, 2.39%, 2.50% and 2.00% for the periods ended December 31, 2001, 2000,
1999, 1998 and 1997, respectively.

(2) Computed using average shares outstanding.
</FN>

See Notes to Financial Statements

PHOENIX-AIM MID-CAP EQUITY SERIES

INVESTOR PROFILE
This Fund is appropriate for investors seeking long-term growth of capital.

INVESTMENT ADVISER'S REPORT
Since its inception on 10/29/01, the Phoenix-AIM Mid-Cap Equity Series
posted a positive return of 6.55% through the end of December. The portfolio had
positive returns in eight out of the 10 S&P sectors. The Portfolio did
underperform its benchmark, the Russell MidCap Index(1), which posted a return
of 11.20%. Good stock selection and overweight positions in both the Industrial
and Material Sectors were the largest positive contributors to the portfolio's
relative performance during the period. Underweight positions and stock
selection in Information Technology and the Consumer Discretionary sectors as
well as an underweight position in the Financial sector were the largest
detractors from the relative performance. As of the end of December, portfolio
managers:

1) Held underweight positions in the Financials and Consumer Discretionary
sectors relative to the benchmark index, and

2) Held overweight positions in the Industrial and Materials sectors
relative to the benchmark index.

The markets and the economy remained volatile throughout 2001. Negative
earnings announcements and revisions were prevalent during the year as many
corporations were caught off guard by the magnitude of the economic slowdown
that began in the latter part of 2000. This slowdown followed 10 years of
growth--the longest expansion on record. The terrorist attacks on the United
States on September 11th dealt a huge blow to an already faltering U.S. economy.
The attacks cost over $60 billion in real estate, income and job losses. The New
York Stock Exchange (NYSE) closed for four days following the attacks, and the
U.S. economy was at a virtual standstill during the initial weeks following the
attacks. The week the NYSE reopened, the Dow Jones Industrial Average (DJIA) was
off 1,370 points, the worst five-day performance for the index since the Great
Depression. The DJIA has since recovered to pre-attack levels but remains below
its highs in 2000.

The year 2001 ended with growth stocks out of favor and value stocks
strongly outperforming growth stocks for the full year. However, since the
market lows in late September, the performance differential between growth and
value has narrowed, as growth stocks and small cap growth companies have
outperformed value issues. Large cap growth stocks were hit hardest during the
year with small cap value-oriented stocks being the best performers.

With our diversified positioning, the fund remains very flexible and is
prepared to add stocks as they fit into the fund's strategy- seeking long-term
capital growth by investing in medium-sized U.S. companies.

OUTLOOK
Many economic indicators have begun to show signs of stabilization and
point to an improving economic landscape. In 2001, an unprecedented amount of
fiscal and monetary stimulus was injected into the economy. The U.S. government
spent approximately $100 billion following the events of September 11th to help
bailout the airline industry, rebuild New York City and the Pentagon and defend
the United States against terrorism. The Federal Open Market Committee cut short
term interest rates by 4.75% taking rates from 6.50% at the beginning of the
year to the current 1.75%. Corporate inventories declined dramatically during
the year and are now more in line with consumer demand, and the price of oil has
declined in recent months. While we recognize that a few drags on the economy
remain, e.g. consumer debt burden, a post technology bubble environment,
deflation risk, etc., the evidence pointing to a recovery in 2002 outweigh the
lingering drags, and we believe that U.S. GDP growth will be positive in the
second half of 2002.

(1) The Russell MidCap Index is an unmanaged, commonly used measure of mid-cap
stock total return performance.

The index is not available for direct investment. Returns indicate past
performance, which is not predictive of future performance.

PHOENIX-AIM MID-CAP EQUITY SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
--------- -----------
COMMON STOCKS--78.3%
AUTO PARTS & EQUIPMENT--1.0%
Gentex Corp. (b) ................................ 1,400 $ 37,422

BANKS (REGIONAL)--1.4%
Marshall & Ilsley Corp. ......................... 400 25,312
TCF Financial Corp. ............................. 600 28,788
----------
54,100
----------
BEVERAGES (ALCOHOLIC)--1.7%
Coors (Adolph) Co. Class B ...................... 1,200 64,080
----------
BUILDING MATERIALS--1.0%
Dal-Tile International, Inc. (b) ................ 1,700 39,525
----------
CHEMICALS--0.8%
Rohm & Haas Co. ................................. 900 31,167
----------
CHEMICALS (SPECIALTY)--2.2%
Cambrex Corp. ................................... 1,000 43,600
OM Group, Inc. .................................. 600 39,714
----------
83,314
----------
COMMUNICATIONS EQUIPMENT--1.8%
Advanced Fibre Communications, Inc. (b) ......... 1,800 31,806
L-3 Communications Holdings, Inc. (b) ........... 400 36,000
----------
67,806
----------
COMPUTERS (SOFTWARE & SERVICES)--2.3%
BMC Software, Inc. (b) .......................... 2,400 39,288
Mentor Graphics Corp. (b) ....................... 800 18,856
Wind River Systems, Inc. (b) .................... 1,500 26,865
----------
85,009
CONSTRUCTION (CEMENT & AGGREGATES)--1.0%
Martin Marietta Materials, Inc. ................. 800 37,280
----------
CONSUMER FINANCE--2.4%
Capital One Financial Corp. ..................... 700 37,765
Certegy, Inc. (b) ............................... 1,500 51,330
----------
89,095
----------
CONTAINERS & PACKAGING (PAPER)--1.0%
Pactiv Corp. (b) ................................ 2,100 37,275
----------
DISTRIBUTORS (FOOD & HEALTH)--0.9%
ARAMARK Corp. Class B (b) ....................... 1,300 34,970
----------
ELECTRIC COMPANIES--2.0%
CMS Energy Corp. ................................ 1,400 33,642
Wisconsin Energy Corp. .......................... 1,800 40,608
----------
74,250
----------
ELECTRICAL EQUIPMENT--6.2%
Amphenol Corp. Class A (b) ...................... 1,000 48,050
Cooper Industries, Inc. ......................... 800 27,936
Harman International Industries, Inc. ........... 900 40,590
Molex Inc. Class A .............................. 1,300 35,165
SPX Corp. (b) ................................... 600 82,140
----------
233,881
----------
ELECTRONICS (DEFENSE)--1.6%
Raytheon Co. .................................... 1,800 58,446
----------
ELECTRONICS (SEMICONDUCTORS)--2.6%
Lattice Semiconductor Corp. (b) ................... 2,200 45,254
Microchip Technology, Inc. (b) .................. 1,400 54,236
----------
99,490
----------

SHARES VALUE
--------- -----------
EQUIPMENT (SEMICONDUCTORS)--0.7%
FEI Co. (b) ..................................... 800 $ 25,208
----------
FINANCIAL (DIVERSIFIED)--2.9%
Ambac Financial Group, Inc. ..................... 700 40,502
Odyssey Re Holdings Corp. ....................... 3,800 67,260
----------
107,762
----------
FOOTWEAR--0.9%
NIKE, Inc. Class B .............................. 600 33,744
----------
HARDWARE & TOOLS--1.1%
Stanley Works (The) ............................. 900 41,913
----------
HEALTH CARE (GENERIC AND OTHER)--0.2%
Watson Pharmaceuticals, Inc. (b) ................ 200 6,278
----------
HEALTH CARE (MANAGED CARE)--1.3%
First Health Group Corp. (b) .................... 1,000 24,740
WellPoint Health Networks, Inc. (b) ............. 200 23,370
----------
48,110
----------
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--3.0%
Apogent Technologies, Inc. (b) .................. 2,900 74,820
St. Jude Medical, Inc. (b) ...................... 500 38,825
----------
113,645
----------
HEALTH CARE (SPECIALIZED SERVICES)--2.4%
Laboratory Corporation of America Holdings (b) .. 300 24,255
Quest Diagnostics, Inc. (b) ..................... 900 64,539
----------
88,794
----------
HOUSEHOLD PRODUCTS (NON-DURABLE)--2.2%
Clorox Co. (The) ................................ 1,100 43,505
Dial Corp. (The) ................................ 2,300 39,445
----------
82,950
----------
HOUSEWARES--1.0%
Newell Rubbermaid, Inc. ......................... 1,400 38,598
----------
INSURANCE (PROPERTY-CASUALTY)--1.0%
MGIC Investment Corp. ........................... 600 37,032
----------
LEISURE TIME (PRODUCTS)--1.9%
Brunswick Corp. ................................. 1,700 36,992
Mattel, Inc. .................................... 2,100 36,120
----------
73,112
----------
MACHINERY (DIVERSIFIED)--1.6%
Dover Corp. ..................................... 1,600 59,312
----------
MANUFACTURING (DIVERSIFIED)--2.2%
ITT Industries, Inc. ............................ 700 35,350
Parker-Hannifin Corp. ........................... 1,000 45,910
----------
81,260
----------
MANUFACTURING (SPECIALIZED)--2.3%
Diebold,Inc ..................................... 900 36,396
Fisher Scientific International, Inc. (b) ....... 200 5,840
Millipore Corp. ................................. 700 42,490
----------
84,726
----------
METAL FABRICATORS--1.1%
Kennametal, Inc. ................................ 1,000 40,270
----------
OFFICE EQUIPMENT & SUPPLIES--1.6%
Miller (Herman), Inc. ........................... 2,500 59,150

See Notes to Financial Statements

PHOENIX-AIM MID-CAP EQUITY SERIES

SHARES VALUE
-------- ----------
OIL & GAS (DRILLING & EQUIPMENT)--4.0%
BJ Services Co. (b) ............................. 1,500 $ 48,675
Cooper Cameron Corp. (b) ........................ 700 28,252
Noble Drilling Corp. (b) ........................ 1,100 37,444
Weatherford International, Inc. (b) ............. 1,000 37,260
----------
151,631
----------
OIL & GAS (EXPLORATION & PRODUCTION)--0.6%
Noble Affiliates, Inc. .......................... 600 21,174
----------
OIL & GAS (REFINING & MARKETING)--0.7%
Valero Energy Corp. ............................. 700 26,684
----------
PAPER & FOREST PRODUCTS--1.0%
Louisiana-Pacific Corp. (b) ..................... 4,500 37,980
----------
PERSONAL CARE--1.0%
Avon Products,Inc ............................... 800 37,200
----------
PHOTOGRAPHY/IMAGING--1.5%
Zebra Technologies Corp. Class A (b) ............ 1,000 55,510
----------
RESTAURANTS--2.0%
Jack in the Box, Inc. (b) ....................... 1,300 35,802
Outback Steakhouse, Inc. (b) .................... 1,100 37,675
----------
73,477
RETAIL (DISCOUNTERS)--0.9%
Family Dollar Stores, Inc. ...................... 1,100 32,978
----------
RETAIL (SPECIALTY)--0.5%
Barnes & Noble, Inc. (b) ........................ 700 20,720
----------
SAVINGS & LOAN COMPANIES--0.7%
Sovereign Bancorp, Inc. ......................... 2,300 28,152
----------
SERVICES (COMMERCIAL & CONSUMER)--4.5%
Block (H&R), Inc. ............................... 1,300 58,110
Convergys Corp. (b) ............................. 1,800 67,482
IMS Health, Inc. ................................ 2,200 42,922
----------
168,514
----------
SERVICES (DATA PROCESSING)--2.0%
Ceridian Corp. (b) .............................. 4,000 75,000
----------
WASTE MANAGEMENT--1.6%
Republic Services, Inc. (b) ..................... 3,000 59,910
----------
TOTAL COMMON STOCKS
(Identified cost $2,728,384) .............................. 2,937,904
----------
FOREIGN COMMON STOCKS--3.2%
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--1.1%
Teva Pharmaceutical Industries Ltd. ADR (Israel) 700 43,141
----------
INSURANCE (PROPERTY-CASUALTY)--1.0%
XL Capital Ltd. Class A (Bermuda) ............... 400 36,544
----------
MACHINERY (DIVERSIFIED)--1.1%
Mettler-Toledo International, Inc.
(Switzerland) (b) ............................... 800 41,480
----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $119,375) ................................ 121,165
----------
TOTAL LONG-TERM INVESTMENTS--81.5%
(Identified cost $2,847,759) .............................. 3,059,069
----------

PAR
VALUE
(000) VALUE
----- ----------
SHORT-TERM OBLIGATIONS--20.5%
FEDERAL AGENCY SECURITIES--20.5%
FHLB Discount Note 1.47%, 1/2/02 ................ $ 769 $ 768,969
----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $768,968) ................................ 768,969
----------
TOTAL INVESTMENTS--102.0%
(Identified cost $3,616,727) .............................. 3,828,038(a)
Other assets and liabilities, net--(2.0)% ................. (75,963)

NET ASSETS--100.0% .......................................... $3,752,075
==========

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $249,605 and gross
depreciation of $38,294 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$3,616,727.

(b) Non-income producing.

See Notes to Financial Statements

PHOENIX-AIM MID-CAP EQUITY SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $3,616,727) ......... $3,828,038
Cash ................................................................ 115
Receivables
Investment securities sold ........................................ 66,302
Receivable from adviser ........................................... 14,977
Fund shares sold .................................................. 8,399
Dividends and interest ............................................ 1,280
----------
Total assets .................................................... 3,919,111
----------
LIABILITIES
Payables
Investment securities purchased ................................... 135,717
Fund shares repurchased ........................................... 51
Professional fee .................................................. 17,824
Financial agent fee ............................................... 3,215
Trustees' fee ..................................................... 1,266
Accrued expenses .................................................... 8,963
----------
Total liabilities ............................................... 167,036
----------
NET ASSETS .......................................................... $3,752,075
==========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest .................. $3,534,355
Undistributed net investment income ............................... 918
Accumulated net realized gain ..................................... 5,491
Net unrealized appreciation ....................................... 211,311
----------
NET ASSETS .......................................................... $3,752,075
==========
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization ........................................... 352,131
==========
Net asset value and offering price per share ........................ $10.66
======

STATEMENT OF OPERATIONS
FROM INCEPTION OCTOBER 29, 2001 TO DECEMBER 31, 2001

INVESTMENT INCOME
Dividends ......................................................... $ 4,138
Interest .......................................................... 2,914
Foreign tax withheld .............................................. (6)
--------
Total investment income ......................................... 7,046
--------
EXPENSES
Investment advisory fee ........................................... 4,961
Financial agent fee ............................................... 6,637
Professional ...................................................... 17,824
Printing .......................................................... 6,636
Custodian ......................................................... 3,314
Trustees .......................................................... 1,266
Miscellaneous ..................................................... 967
--------
Total expenses .................................................. 41,605
Less expenses borne by investment adviser ....................... (35,477)
--------
Net expenses .................................................... 6,128
--------
NET INVESTMENT INCOME ............................................... 918
--------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities ................................... 5,491
Net change in unrealized appreciation (depreciation) on investments 211,311
--------
NET GAIN ON INVESTMENTS ............................................. 216,802
--------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ................ $217,720
========

See Notes to Financial Statements

PHOENIX-AIM MID-CAP EQUITY SERIES

STATEMENT OF CHANGES IN NET ASSETS

FROM INCEPTION
10/29/01 TO
12/31/01
---------------

FROM OPERATIONS
Net investment income (loss) ........................................................... $ 918
Net realized gain (loss) ............................................................... 5,491
Net change in unrealized appreciation (depreciation) ................................... 211,311
----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ............................ 217,720
----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (353,886 shares) ......................................... 3,552,216
Cost of shares repurchased (1,755 shares) .............................................. (17,861)
----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS .............................. 3,534,355
----------
NET INCREASE (DECREASE) IN NET ASSETS .................................................. 3,752,075
NET ASSETS
Beginning of period .................................................................... --
----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME (LOSS) OF $918) ........... $3,752,075
==========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

FROM INCEPTION
10/29/01 TO
12/31/01
--------------

Net asset value, beginning of period ..................................................... $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ........................................................... --(4)
Net realized and unrealized gain (loss) ................................................ 0.66
------
TOTAL FROM INVESTMENT OPERATIONS ..................................................... 0.66
------
CHANGE IN NET ASSET VALUE ................................................................ 0.66
------
NET ASSET VALUE, END OF PERIOD ........................................................... $10.66
======
Total return ........................................................................... 6.55%(3)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) .................................................. $3,752
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1) .................................................................. 1.05%(2)
Net investment income .................................................................. 0.16%(2)
Portfolio turnover rate .................................................................. 12%(3)

<FN>
(1) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 7.13% for
the period ended December 31, 2001.
(2) Annualized.
(3) Not annualized.
(4) Amount is less than $0.01.
</FN>

See Notes to Financial Statements

PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE SERIES

INVESTOR PROFILE
The Fund is appropriate for investors seeking to benefit from long-term
capital growth.

INVESTMENT ADVISER'S REPORT
From its inception in late October through the end of the year, the Fund
gained 7.03%, slightly outperforming the S&P 500 Index gain of 6.77%(1).

The fourth-quarter market rally reflects increasing optimism about the
economy and the outlook for technology in particular. Credit spreads have come
down materially from the recessionary levels reached after September 11th and
the stock market has retraced most of its post-attack losses. Although we are
somewhat more optimistic than many observers on the economy overall, we don't
allow macroeconomics to drive our bottom-up stock selection process--and we
don't put all our eggs in one basket. While we overweight the pro-cyclical
financial services, industrial commodities and retail industries, we are
underweight the highly cyclical tech sector. These major themes are discussed
below.

INDUSTRIAL COMMODITIES & ENERGY

Furthermore, we have emphasized companies that are positioned to withstand
an economic downturn, if required, and to rally sharply if the economy improves,
as we expect. Industrial commodities and energy producers are a prime example.
Starved of capital during the technology boom, these companies were forced to
restrain capacity growth even when their earnings were strong. As a result, they
have done unusually well in the economic downturn, and should enjoy sharply
rising product prices and earnings when demand rises in an economic recovery.
Our holdings in these sectors, such as Dow Chemical, International Paper, and
Occidental Petroleum, have outperformed in this market environment.

RETAILERS

Our retailers have also done remarkably well in the face of a weakening
economy. One growth-oriented retailer that fits this bill is Kohl's, a
Milwaukee-based retailer of discount-priced, name-brand clothes and home
furnishings. The company has managed to sustain its superior earnings growth
despite the onset of recession. Its strong management team has continuously
expanded gross margins. These traits, coupled with its market leadership and
ability to finance its own growth, make it an ideal retail growth investment.

FINANCIALS

Unlike other pro-cyclical groups, banks trailed in the fourth quarter on
investor fears that credit losses would rise in a weak economy, damaging
earnings and capital strength. Bernstein research indicates that credit losses
are likely to rise in 2002, because they are a lagging indicator of economic
performance, but that they will be contained. Unlike in prior bubbles, banks did
not finance the excesses of the tech boom. Absent another significant move
downward in the economy, loan losses and increased provisions are likely to be
moderate. Given the industry's strong capital ratios--they are far higher than
at this point in the last recession--we think the industry is well positioned to
absorb its loan losses, particularly since the steep yield curve has improved
interest margins for most institutions. Many of our value-oriented bank holdings
are consumer-oriented super-regional banks such as Bank of America, Bank One and
Wachovia.

In addition, we hold two large, well-capitalized thrifts, Washington Mutual
and Golden West. While many banks traded off on fears of credit losses, credit
risk is not as signficant for these thrifts because they focus on mortgage
lending, which has much lower loss ratios. We also own Citigroup, the world's
largest financial services firm with diverse product line that includes
traditional lending, credit cards, investment management, investment banking,
and brokerage services in more than 100 countries. This diversity offers a
wealth of cross-selling opportunities.

TECHNOLOGY

The pro-cyclical sector that rallied most dramatically in the fourth
quarter was technology, which we underweight. Investors appear to be bidding up
these stocks on hopes that the industry has reached the bottom of its cycle.
That may well be right. However, large overcapacity still exists in many
industry segments, so it will be years before aggregate sales and earnings climb
back to recent peaks. As such, these stocks in aggregate seem to be priced above
their fundamentals. Relative to its own history, the sector is expensive on
price-to-sales basis.

(1) The S&P 500 Index is an unmanaged, commonly used measure of stock market
total return performance.

The index is not available for direct investment. Returns indicate past
performance, which is not predictive of future performance.

PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE SERIES

Within the technology sector, however, we see several very attractive
investment opportunities, including Tellabs, Hewlett-Packard and Dell. While we
own Hewlett-Packard primarily because of the value in its highly profitable
printer and inkjet business, we own Dell for its growing market share in PCs and
servers and resilience in the face of the downturn.

OUTLOOK
The US equity risk premium--the potential premium investors get for
investing in US equities instead of bonds--is now near its highest level in
several years and close to its historical norm. This does not necessarily mean
equities will rally in the near term, but it does give us confidence that US
large-cap stocks should provide solid returns over the next five years, at least
compared to the current low level of interest rates. We expect annual equity
returns in the high single digits--considerably below the returns investors
enjoyed in the 1980s and 1990s, but a lot better than they've received in the
last two years.

PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
--------- ----------
COMMON STOCKS--90.8%
AUTO PARTS & EQUIPMENT--1.2%
Genuine Parts Co. ............................... 1,200 $ 44,040
----------
BANKS (MAJOR REGIONAL)--2.7%
Bank One Corp. .................................. 1,100 42,955
FleetBoston Financial Corp. ..................... 800 29,200
National City Corp. ............................. 900 26,316
----------
98,471
----------
BANKS (MONEY CENTER)--3.4%
Bank of America Corp. ........................... 1,400 88,130
Wachovia Corp. .................................. 1,200 37,632
----------
125,762
----------
BROADCASTING (TELEVISION, RADIO & CABLE)--1.0%
Comcast Corp. Class A (b) ....................... 1,000 36,000
----------
CHEMICALS--2.8%
Dow Chemical Co. (The) .......................... 1,700 57,426
Du Pont (E.I.) de Nemours & Co. ................. 1,100 46,761
----------
104,187
----------
COMMUNICATIONS EQUIPMENT--0.8%
Tellabs, Inc. (b) ............................... 1,900 28,424

COMPUTERS (HARDWARE)--3.6%
Dell Computer Corp. (b) ......................... 700 19,026
Hewlett-Packard Co. ............................. 3,000 61,620
International Business Machines Corp. ........... 450 54,432
----------
135,078
----------
COMPUTERS (SOFTWARE & SERVICES)--2.5%
Microsoft Corp. (b) ............................. 1,400 92,750
----------
DISTRIBUTORS (FOOD & HEALTH)--1.1%
Cardinal Health, Inc. ........................... 625 40,412
----------
ELECTRIC COMPANIES--3.2%
Ameren Corp. .................................... 600 25,380
American Electric Power Co., Inc. ............... 1,500 65,295
Cinergy Corp. ................................... 800 26,744
----------
117,419
----------
ELECTRICAL EQUIPMENT--3.5%
General Electric Co. ............................ 2,700 108,216
Solectron Corp. (b) ............................. 2,000 22,560
----------
130,776
----------
ELECTRONICS (SEMICONDUCTORS)--0.5%
Intel Corp. ..................................... 600 18,870
----------
ENTERTAINMENT--4.0%
AOL Time Warner, Inc. (b) ....................... 2,600 83,460
Viacom, Inc. Class B (b) ........................ 1,500 66,225
----------
149,685

FINANCIAL (DIVERSIFIED)--6.6%
Citigroup, Inc. ................................. 2,200 111,056
Freddie Mac ..................................... 1,700 111,180
Morgan Stanley Dean Witter & Co. ................ 400 22,376
----------
244,612
----------
HEALTH CARE (DIVERSIFIED)--0.6%
Johnson & Johnson ............................... 400 23,640
----------

SHARES VALUE
--------- ----------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--5.1%
Pfizer, Inc. .................................... 2,600 $ 103,610
Pharmacia Corp. ................................. 2,000 85,300
----------
188,910
----------
HEALTH CARE (MANAGED CARE)--3.9%
CIGNA Corp. ....................................... 500 46,325
UnitedHealth Group, Inc. ........................ 1,400 99,078
----------
145,403
----------
HOUSEHOLD FURNISHINGS & APPLIANCES--1.7%
Leggett & Platt, Inc. ........................... 1,100 25,300
Whirlpool Corp. ................................. 500 36,665
----------
61,965
----------
INSURANCE (MULTI-LINE)--1.1%
American International Group, Inc. .............. 500 39,700
----------
INSURANCE (PROPERTY-CASUALTY)--1.5%
Allstate Corp. (The) .............................. 1,700 57,290
----------
INVESTMENT BANKING/BROKERAGE--2.4%
Goldman Sachs Group, Inc. (The) ................. 250 23,188
Lehman Brothers Holdings, Inc. .................. 800 53,440
Merrill Lynch & Co., Inc. ....................... 250 13,030
----------
89,658
----------
MANUFACTURING (DIVERSIFIED)--3.9%
Eaton Corp. ..................................... 400 29,764
Parker-Hannifin Corp. ........................... 600 27,546
Tyco International Ltd. ......................... 1,500 88,350
----------
145,660
----------
OIL (DOMESTIC INTEGRATED)--5.8%
Amerada Hess Corp. .............................. 600 37,500
Conoco, Inc. .................................... 900 25,470
Occidental Petroleum Corp. ...................... 3,500 92,855
Phillips Petroleum Co. .......................... 1,000 60,260
----------
216,085
----------
PAPER & FOREST PRODUCTS--1.9%
Georgia-Pacific Corp. ........................... 800 22,088
International Paper Co. ......................... 400 16,140
Smurfit-Stone Container Corp. (b) ............... 2,000 31,940
----------
70,168
----------
PUBLISHING (NEWSPAPERS)--0.4%
New York Times Co. (The) Class A ................ 300 12,975
----------
RAILROADS--3.0%
Burlington Northern Santa Fe Corp. .............. 2,900 82,737
Union Pacific Corp. ............................. 500 28,500
----------
111,237
----------
RETAIL (BUILDING SUPPLIES)--2.2%
Home Depot, Inc. (The) .......................... 1,600 81,616
----------
RETAIL (COMPUTERS & ELECTRONICS)--0.4%
Tech Data Corp. (b) ............................. 300 12,984
----------
RETAIL (DEPARTMENT STORES)--3.7%
Federated Department Stores, Inc. (b) ........... 600 24,540
Kohl's Corp. (b) ................................ 1,600 112,704
----------
137,244
----------
RETAIL (DRUG STORES)--1.8%
Walgreen Co. .................................... 2,000 67,320
----------

See Notes to Financial Statements

PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE SERIES

SHARES VALUE
--------- ----------
RETAIL (GENERAL MERCHANDISE)--1.9%
Sears, Roebuck and Co. .......................... 800 $ 38,112
Target Corp. .................................... 800 32,840
----------
70,952
----------
SAVINGS & LOAN COMPANIES--3.4%
Golden West Financial Corp. ..................... 1,000 58,850
Washington Mutual, Inc. ......................... 2,000 65,400
----------
124,250

SERVICES (COMPUTER SYSTEMS)--2.0%
Electronic Data Systems Corp. ................... 1,100 75,405
----------
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--3.4%
AT&T Wireless Services, Inc. (b) ................ 7,000 100,590
Sprint Corp. (PCS Group) (b) .................... 1,100 26,851
----------
127,441
----------
TELECOMMUNICATIONS (LONG DISTANCE)--1.9%
WorldCom, Inc. - WorldCom Group (b) ............. 4,900 68,992
----------
TELEPHONE--0.8%
Qwest Communications International, Inc. ........ 2,000 28,260
----------
TEXTILES (APPAREL)--0.6%
Jones Apparel Group, Inc. (b) ................... 700 23,219
----------
TOBACCO--0.5%
Philip Morris Cos., Inc. ........................ 400 18,340
----------
TOTAL COMMON STOCKS
(Identified cost $3,199,753) .............................. 3,365,200
----------
FOREIGN COMMON STOCKS--5.6%
AUTO PARTS & EQUIPMENT--1.0%
Magna International, Inc. Class A (Canada) ...... 600 38,082
----------
COMMUNICATIONS EQUIPMENT--2.1%
Nokia Oyj ADR (Finland) ......................... 3,100 76,043
----------
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--2.5%
Vodafone Group plc ADR (United Kingdom) ......... 3,600 92,448
----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $189,361) ................................ 206,573
----------
TOTAL LONG-TERM INVESTMENTS--96.4%
(Identified cost $3,389,114) .............................. 3,571,773
----------
PAR
VALUE
(000) VALUE
----- ----------

SHORT-TERM OBLIGATIONS--4.5%
MONEY MARKET MUTUAL FUNDS--4.5%
SSgA Money Market Fund (1.89% seven day
effective yield) .............................. $ 169 $ 169,214
----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $169,214) ................................ 169,214
----------
TOTAL INVESTMENTS--100.9%
(Identified Cost $3,558,328) .............................. 3,740,987(a)
Other assets and liabilities, net--(0.9)% ................. (34,138)

NET ASSETS--100.0% ................................ ......... $3,706,849
==========

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $213,756 and gross
depreciation of $31,097 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$3,558,328.
(b) Non-income producing.

See Notes to Financial Statements

PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $3,558,328) ......... $3,740,987
Receivables
Fund shares sold .................................................. 34,658
Receivable from adviser ........................................... 14,899
Dividends and interest ............................................ 4,461
----------
Total assets .................................................... 3,795,005
----------
LIABILITIES
Payables
Investment securities purchased ................................... 56,808
Fund shares repurchased ........................................... 115
Professional fee .................................................. 17,824
Printing fee ...................................................... 6,623
Financial agent fee ............................................... 3,197
Trustees' fee ..................................................... 1,266
Accrued expenses .................................................... 2,323
----------
Total liabilities ............................................... 88,156
----------
NET ASSETS .......................................................... $3,706,849
==========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest .................. $3,525,133
Accumulated net realized loss ..................................... (943)
Net unrealized appreciation ....................................... 182,659
----------
NET ASSETS .......................................................... $3,706,849
==========
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization ........................................... 346,722
==========
Net asset value and offering price per share ........................ $10.69
======

STATEMENT OF OPERATIONS
FROM INCEPTION OCTOBER 29, 2001 TO DECEMBER 31, 2001

INVESTMENT INCOME
Dividends ......................................................... $ 8,237
Interest .......................................................... 1,175
Foreign taxes withheld ............................................ (47)
--------
Total investment income ......................................... 9,365
--------
EXPENSES
Financial agent fee ............................................... 6,581
Investment advisory fee ........................................... 4,297
Professional ...................................................... 17,824
Printing .......................................................... 6,636
Custodian ......................................................... 2,555
Trustees .......................................................... 1,266
Miscellaneous ..................................................... 951
--------
Total expenses .................................................. 40,110
Less expenses borne by investment adviser ....................... (34,802)
--------
Net expenses .................................................... 5,308
--------
NET INVESTMENT INCOME ............................................... 4,057
--------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities ................................... (943)
Net change in unrealized appreciation (depreciation) on investments 182,659
--------
NET GAIN ON INVESTMENTS ............................................. 181,716
--------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ................ $185,773
========

See Notes to Financial Statements

PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE SERIES

STATEMENT OF CHANGES IN NET ASSETS

FROM INCEPTION
10/29/01 TO
12/31/01
--------------

FROM OPERATIONS
Net investment income (loss) ........................................................................ $ 4,057
Net realized gain (loss) ............................................................................ (943)
Net change in unrealized appreciation (depreciation) ................................................ 182,659
----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ......................................... 185,773
----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ............................................................................... (4,117)
----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ........................................... (4,117)
----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (346,666 shares) ...................................................... 3,524,549
Net asset value of shares issued from reinvestment of distributions (384 shares) .................... 4,117
Cost of shares repurchased (328 shares) ............................................................. (3,473)
----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ........................................... 3,525,193
----------
NET INCREASE (DECREASE) IN NET ASSETS ............................................................... 3,706,849
NET ASSETS
Beginning of period ................................................................................. --
----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME (LOSS) OF $0) .......................... $3,706,849
==========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

FROM INCEPTION
10/29/01 TO
12/31/01
--------------

Net asset value, beginning of period .................................................................. $10.00
INCOME FROM INVESTMENT OPERATIONS (4)
Net investment income (loss) ........................................................................ 0.01
Net realized and unrealized gain (loss) ............................................................. 0.69
------
TOTAL FROM INVESTMENT OPERATIONS .................................................................. 0.70
------
LESS DISTRIBUTIONS
Dividends from net investment income ................................................................ (0.01)
------
TOTAL DISTRIBUTIONS ............................................................................... (0.01)
------
CHANGE IN NET ASSET VALUE ............................................................................. 0.69
------
NET ASSET VALUE, END OF PERIOD ........................................................................ $10.69
======
Total return .......................................................................................... 7.03%(3)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ............................................................... $3,707
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1) ............................................................................... 1.05%(2)
Net investment income ............................................................................... 0.80%(2)
Portfolio turnover rate ............................................................................... 1%(3)

<FN>
(1) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 7.93% for
the period ended December 31, 2001.
(2) Annualized.
(3) Not annualized.
(4) Per share income from investment operations may vary from anticipated
results depending on the timing of share purchases and redemptions.
</FN>

See Notes to Financial Statements

PHOENIX-DEUTSCHE DOW 30 SERIES

INVESTOR PROFILE
This Fund is appropriate for an investor who seeks to track the total
return of the Dow Jones Industrial Average before fund expenses.

INVESTMENT ADVISER'S REPORT
For the quarter, the Dow Jones Industrial Average1 was up 13.84% to a level
of 10021.51 as equities rebounded strongly during the quarter from the lows set
after the September 11th terrorist attacks on the World Trade Center and the
Pentagon. For the year, however, compared with the Fund's negative return of
5.98%, the index was down 5.41% for the worst annual decline since 1974 and the
first two-year decline since the mid-1970's.

After the negative impact from the September 11th attacks and the almost
unprecedented subsequent shutdown of US markets, equities started to rally on
September 21. Stocks rallied as investors' worst fears for a sharp economic
decline and continued negative sentiment did not appear to come to fruition.
Even though the Federal Reserve cut interest rates 11 times throughout the year,
in an attempt to encourage consumers and corporations to increase spending, the
US economy slipped into a recession during the fourth quarter as the excesses of
the late 1990's continued to weigh heavily on investors. The decline, which
started last year with the end of the technology and telecommunication stock
bubble, expanded to all sectors of the US economy during the year.

The best sector performance came from Technology (up 26.77%) reversing the
performance of last quarter followed by Capital Goods (up 21.26%). These two
sectors accounted for over sixty percent of the performance this quarter.
Sectors with negative performance were led by Communication Services (down
13.72%) and Health Care (down 3.36%).

Technology related stocks showed the best performance for the quarter led
by Intel (up 53.86%). Other strong components included United Technologies
Corporation (up 38.99%) and Home Depot Inc. (up 32.94%). The worst performing
issues included SBC Communications (down 16.87%) and Merck & Company (down
11.71%).

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Dow 30 Series Dow Jones Industrial Average(1) S&P 500 Index(2)

12/15/99 $10,000.00 $10,000.00 $10,000.00
12/31/99 10,251.90 10,250.10 10,400.00
12/29/00 9,681.75 9,772.97 9,444.51
12/31/01 9,102.63 9,243.77 8,322.99

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01

FROM
INCEPTION
12/15/99 TO
1 YEAR 12/31/01
- ----------------------------------------------------------------------------
Dow 30 Series (5.98)% (4.49)%
- ----------------------------------------------------------------------------
Dow Jones Industrial Average(1) (5.41)% (3.77)%
- ----------------------------------------------------------------------------
S&P 500 Index(2) (11.87)% (8.58)%
- ----------------------------------------------------------------------------

(1) The Dow Jones Industrial Average is unmanaged and measures large-cap stock
performance.

(2) The S&P 500 Index is an unmanaged, commonly used measure of stock market
total return performance and is provided for general comparative purposes.

The indices are not available for direct investment.

PHOENIX-DEUTSCHE DOW 30 SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
------ -----------
COMMON STOCKS--92.4%
AEROSPACE/DEFENSE--2.5%
Boeing Co. (The) ................................ 15,104 $ 585,733

ALUMINUM--2.3%
Alcoa, Inc. ..................................... 15,104 536,947
-----------
AUTOMOBILES--3.1%
General Motors Corp. ............................ 15,104 734,054
-----------
BEVERAGES (NON-ALCOHOLIC)--3.0%
Coca-Cola Co. (The) ............................. 15,104 712,154
-----------
CHEMICALS--2.7%
Du Pont (E.I.) de Nemours & Co. ................. 15,104 642,071
-----------
COMPUTERS (HARDWARE)--9.0%
Hewlett-Packard Co. ............................. 15,104 310,236
International Business Machines Corp. ........... 15,104 1,826,980
-----------
2,137,216
-----------
COMPUTERS (SOFTWARE & SERVICES)--4.2%
Microsoft Corp. (b) ............................. 15,104 1,000,640
-----------
ELECTRICAL EQUIPMENT--2.6%
General Electric Co. ............................ 15,104 605,368
-----------
ELECTRONICS (SEMICONDUCTORS)--2.0%
Intel Corp. ..................................... 15,104 475,021
-----------
ENTERTAINMENT--1.3%
Walt Disney Co. (The) ........................... 15,104 312,955
-----------
FINANCIAL (DIVERSIFIED)--7.8%
American Express Co. ............................ 15,104 539,062
Citigroup, Inc. ................................. 15,104 762,450
J.P. Morgan Chase & Co. ......................... 15,104 549,030
-----------
1,850,542
-----------
HEALTH CARE (DIVERSIFIED)--3.8%
Johnson & Johnson ............................... 15,104 892,646
-----------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--3.7%
Merck & Co., Inc. ............................... 15,104 888,115
-----------
HOUSEHOLD PRODUCTS (NON-DURABLE)--5.0%
Procter & Gamble Co. (The) ...................... 15,104 1,195,180
-----------
MACHINERY (DIVERSIFIED)--3.3%
Caterpillar, Inc. ............................... 15,104 789,184
-----------
MANUFACTURING (DIVERSIFIED)--13.8%
Honeywell International, Inc. ................... 15,104 510,817
Minnesota Mining and Manufacturing Co. .......... 15,104 1,785,444
United Technologies Corp. ....................... 15,104 976,172
-----------
3,272,433
-----------
OIL (INTERNATIONAL INTEGRATED)--2.5%
Exxon Mobil Corp. ............................... 15,104 593,587
-----------

SHARES VALUE
------ -----------
PAPER & FOREST PRODUCTS--2.6%
International Paper Co. ......................... 15,104 $ 609,446
-----------
PHOTOGRAPHY/IMAGING--1.9%
Eastman Kodak Co. ............................... 15,104 444,511
-----------
RESTAURANTS--1.7%
McDonald's Corp. ................................ 15,104 399,803
-----------
RETAIL (BUILDING SUPPLIES)--3.3%
Home Depot, Inc. (The) .......................... 15,104 770,455
-----------
RETAIL (GENERAL MERCHANDISE)--3.7%
Wal-Mart Stores, Inc. ........................... 15,104 869,235
-----------
TELECOMMUNICATIONS (LONG DISTANCE)--1.2%
AT&T Corp. ...................................... 15,104 273,987
-----------
TELEPHONE--2.5%
SBC Communications, Inc. ........................ 15,104 591,624
-----------
TOBACCO--2.9%
Philip Morris Cos., Inc. ........................ 15,104 692,518
-----------
TOTAL COMMON STOCKS
(Identified cost $23,489,282) ............................. 21,875,425
-----------
UNIT INVESTMENT TRUSTS--3.6%
Diamonds Trust, Series I ........................ 8,472 844,574
-----------
TOTAL UNIT INVESTMENT TRUSTS
(Identified cost $845,302) ................................ . 844,574
-----------
TOTAL LONG-TERM INVESTMENTS--96.0%
(Identified cost $24,334,584) ............................. 22,719,999
-----------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000)
----------- -----
SHORT-TERM OBLIGATIONS--4.4%
REPURCHASE AGREEMENTS--4.2%
State Street Bank & Trust Co. repurchase
agreement 0.25%, dated 12/31/01 due
1/2/02, repurchase price $993,014,
collateralized by U.S. Treasury Note
6.50%, 11/15/26, market value
$1,017,748 ......................... $993 993,000
U.S GOVERNMENT SECURITIES--0.2%
U.S. Treasury Bill 0%, 3/21/02 (c) ... AAA 55 54,800
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $1,047,807) .............................. 1,047,800
-----------
TOTAL INVESTMENTS--100.4%
(Identified cost $25,382,391) ............................. 23,767,799(a)
Other assets and liabilities, net--(0.4)% ................. (83,466)
-----------
NET ASSETS--100.0% .......................................... $23,684,333
===========

(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $1,610,756 and gross
depreciation of $3,312,747 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$25,469,790.

(b) Non-income producing.

See Notes to Financial Statements

PHOENIX-DEUTSCHE DOW 30 SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $25,382,391) ....................................... $23,767,799
Cash ............................................................................................... 540
Receivables
Fund shares sold ................................................................................. 113,663
Dividends and interest ........................................................................... 20,895
Receivable from adviser .......................................................................... 3,534
Prepaid expenses ................................................................................... 166
-----------
Total assets ................................................................................... 23,906,597
-----------

LIABILITIES
Payables
Investment securities purchased .................................................................. 135,944
Fund shares repurchased .......................................................................... 15,100
Professional fee ................................................................................. 27,549
Printing fee ..................................................................................... 17,769
Variation margin from future contracts ........................................................... 12,960
Financial agent fee .............................................................................. 4,454
Trustees' fee .................................................................................... 3,262
Accrued expenses ................................................................................... 5,226
-----------
Total liabilities .............................................................................. 222,264
-----------
NET ASSETS ......................................................................................... $23,684,333
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................................. $25,336,368
Undistributed net investment income .............................................................. 7,390
Accumulated net realized loss .................................................................... (44,951)
Net unrealized depreciation ...................................................................... (1,614,474)
-----------
NET ASSETS ......................................................................................... $23,684,333
===========
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization .......................................................................... 2,732,507
===========
Net asset value and offering price per share ....................................................... $8.67
=====

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Dividends ........................................................................................ $ 336,836
Interest ......................................................................................... 6,131
-----------
Total investment income ........................................................................ 342,967
-----------
EXPENSES
Investment advisory fee .......................................................................... 66,960
Financial agent fee .............................................................................. 51,355
Professional ..................................................................................... 29,502
Printing ......................................................................................... 23,584
Custodian ........................................................................................ 14,294
Trustees ......................................................................................... 8,437
Miscellaneous .................................................................................... 20,297
-----------
Total expenses ..................................................................................... 214,429
Less expenses borne by investment adviser ...................................................... (118,719)
Custodian fees paid indirectly ................................................................. (53)
-----------
Net expenses ................................................................................... 95,657
-----------
NET INVESTMENT INCOME .............................................................................. 247,310
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities .................................................................. 59,111
Net realized loss on futures contracts ........................................................... (22,600)
Net change in unrealized appreciation (depreciation) on investments .............................. (1,225,559)
-----------
NET LOSS ON INVESTMENTS ............................................................................ (1,189,048)
-----------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ............................................... $ (941,738)
===========

See Notes to Financial Statements

PHOENIX-DEUTSCHE DOW 30 SERIES

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
12/31/01 12/31/00
----------- -----------

FROM OPERATIONS
Net investment income (loss) ................................................................. $ 247,310 $ 128,901
Net realized gain (loss) ..................................................................... 36,511 419,617
Net change in unrealized appreciation (depreciation) ......................................... (1,225,559) (504,411)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .................................. (941,738) 44,107
----------- -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ........................................................................ (243,894) (125,001)
Net realized short-term gains ................................................................ (187,932) (202,320)
Net realized long-term gains ................................................................. (115,333) --
----------- -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS .................................... (547,159) (327,321)
----------- -----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (1,551,688 and 1,185,431 shares, respectively) ................. 13,567,385 11,115,022
Net asset value of shares issued from reinvestment of distributions (60,901 and 34,377 shares,
respectively) .............................................................................. 547,159 327,321
Cost of shares repurchased (518,675 and 83,455 shares, respectively) ......................... (4,444,227) (799,084)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS .................................... 9,670,317 10,643,259
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS ........................................................ 8,181,420 10,360,045
NET ASSETS
Beginning of period .......................................................................... 15,502,913 5,142,868
----------- -----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME (LOSS) OF $7,390 AND $3,974,
RESPECTIVELY) .............................................................................. $23,684,333 $15,502,913
=========== ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

YEAR ENDED
DECEMBER 31, FROM INCEPTION
------------------------- 12/15/99 TO
2001 2000 12/31/99
------ ------ --------------

Net asset value, beginning of period .... $ 9.46 $10.24 $10.00
INCOME FROM INVESTMENT OPERATIONS (4)
Net investment income (loss) .......... 0.11(6) 0.08 0.01
Net realized and unrealized gain (loss) (0.66) (0.65) 0.24
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS .... (0.55) (0.57) 0.25
------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income .. (0.10) (0.08) (0.01)
Dividends from net realized gains ..... (0.14) (0.13) --
------ ------ ------
TOTAL DISTRIBUTIONS ................. (0.24) (0.21) (0.01)
------ ------ ------
CHANGE IN NET ASSET VALUE ............... (0.79) (0.78) 0.24
------ ------ ------
NET ASSET VALUE, END OF PERIOD .......... $ 8.67 $ 9.46 $10.24
====== ====== ======
Total return ............................ (5.98)% (5.56)% 2.52%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ... $23,684 $15,503 $5,143
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (3) ................ 0.50%(5) 0.50% 0.50%(1)
Net investment income ................. 1.29% 1.08% 2.75%(1)
Portfolio turnover rate ................. 38% 93% 1%(2)

<FN>
(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 1.12%,
1.60% and 7.81% for the periods ended December 31, 2001, 2000 and 1999,
respectively.
(4) Per share income from investment operations may vary from anticipated
results depending on the timing of share purchases and redemptions.
(5) 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.
(6) Computed using average shares outstanding.
</FN>

See Notes to Financial Statements

PHOENIX-DEUTSCHE NASDAQ-100 INDEX(R) SERIES

INVESTOR PROFILE
This Fund is appropriate for an investor who seeks to track the total
return of the Nasdaq-100 Index(R) before fund expenses.

INVESTMENT ADVISER'S REPORT
For the quarter, the Nasdaq 100 Index1 was up a strong 34.98% to a level of
1577.05 as equities, especially technology related issues rebounded strongly
during the quarter from the lows set after the September 11th terrorist attacks
on the World Trade Center and the Pentagon. For the year, however, compared with
the Fund's negative return of 33.04%, the index was down 32.65% as equities
suffered through one of the worst periods since the mid-1970's.

After the negative impact from the September 11th attacks and the almost
unprecedented subsequent shutdown of US markets, equities started to rally on
September 21. Stocks rallied as investors' worst fears for a sharp economic
decline and continued negative sentiment did not appear to come to fruition.
Even though the Federal Reserve cut interest rates 11 times throughout the year,
in an attempt to encourage consumers and corporations to increase spending, the
US economy slipped into recession during the fourth quarter as the excesses of
the late 1990's continued to weigh heavily on investors. The decline, which
started last year with the end of the technology and telecommunication stock
bubble, expanded to all sectors of the US economy during the year.

The best sector performance came from Technology (up 42.05%) reversing the
performance of last quarter followed by Capital Goods (up 38.32%). With the
Technology sector accounting for 68.5% of the index, the performance was
attributable almost totally to the strong performance of technology issues. All
sectors were in positive territory this quarter with Communication Services
having the worst performance by way of only being up 4.61%.

Technology related stocks showed the best performance for the quarter led
by Network Appliances (up 221.62%). Other strong issues included Nvidia
Corporation (up 143.54%) and Veritas Software (up 143.11%). The worst performing
issues included Imclone Systems (down 17.84%) and Express Scripts (down 15.47%).

At the annual rebalancing which took place December 24, thirteen new issues
joined the index. These along with three additions, which were the result of
corporate actions during the quarter, brought the total for the year to
nineteen. This is comparable to the seventeen changes during all of 2000.

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

NASDAQ-100 Index(R)Series NASDAQ-100 Index(1) S&P 500 Index(2)

8/15/00 $10,000.00 $10,000.00 $10,000.00
12/29/00 6,322.15 6,290.47 8,930.35
12/31/01 4,233.04 4,236.41 7,869.88

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01
FROM
INCEPTION
08/15/00 TO
1 YEAR 12/31/01
- --------------------------------------------------------------------------
NASDAQ-100 Index(R)Series (33.04)% (46.41)%
- --------------------------------------------------------------------------
Nasdaq 100 Index(1) (32.65)% (46.38)%
- --------------------------------------------------------------------------
S&P 500 Index(2) (11.87)% (15.96)%
- --------------------------------------------------------------------------

This chart assumes an initial gross investment of $10,000 made on 08/15/00
(inception of the Fund). Returns shown include the reinvestment of all
distributions at net asset value, and the change in share price for the stated
period. Returns indicate past performance, which is not predictive of future
performance. Investment return and net asset value will fluctuate so that your
shares, when redeemed, may be worth more or less than the original cost. Foreign
investing involves special risks such as currency fluctuation and less public
disclosure, as well as economic and political risks.

(1) The Nasdaq 100 Index is unmanaged and measures technology-oriented stock
total-return performance.

(2) The S&P 500 Index is an unmanaged, commonly used measure of stock market
total return performance and is provided for general comparative purposes.
The indices are not available for direct investment.

PHOENIX-DEUTSCHE NASDAQ-100 INDEX(R) SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
--------- ----------
COMMON STOCKS--92.5%
BIOTECHNOLOGY--11.8%
Abgenix, Inc. (b) ............................... 640 $ 21,530
Amgen, Inc. (b) ................................. 3,805 214,754
Biogen, Inc. (b) ................................ 1,419 81,380
Cephalon, Inc. (b) .............................. 362 27,362
Chiron Corp. (b) ................................ 2,066 90,573
Genzyme Corp. (b) ............................... 2,077 124,329
Gilead Sciences, Inc. (b) ....................... 738 48,501
Human Genome Sciences, Inc. (b) ................. 993 33,484
IDEC Pharmaceuticals Corp. (b) .................. 1,295 89,264
ImClone Systems, Inc. (b) ....................... 584 27,133
Immunex Corp. (b) ............................... 5,834 161,660
Invitrogen Corp. (b) ............................ 388 24,029
MedImmune, Inc. (b) ............................. 1,791 83,013
Millennium Pharmaceuticals, Inc. (b) ............ 1,907 46,740
Protein Design Labs, Inc. (b) ................... 660 21,648
----------
1,095,400
----------
BROADCASTING (TELEVISION, RADIO & CABLE)--3.7%
Adelphia Communications Corp. Class A (b) ....... 1,544 48,142
Charter Communications, Inc. Class A (b) ........ 2,388 39,235
Comcast Corp. Class A (b) ....................... 3,500 126,000
EchoStar Communications Corp. Class A (b) ....... 1,941 53,319
USA Networks, Inc. (b) .......................... 2,799 76,441
----------
343,137
----------
COMMUNICATIONS EQUIPMENT--6.8%
ADC Telecommunications, Inc. (b) ................ 7,696 35,402
CIENA Corp. (b) ................................. 3,033 43,402
Comverse Technology, Inc. (b) ................... 1,504 33,644
JDS Uniphase Corp. (b) .......................... 10,881 94,447
PanAmSat Corp. (b) .............................. 1,577 34,505
QUALCOMM, Inc. (b) .............................. 7,200 363,600
Tellabs, Inc. (b) ............................... 1,825 27,302
----------
632,302
----------
COMPUTERS (HARDWARE)--5.5%
Apple Computer, Inc. (b) ........................ 3,821 83,680
Brocade Communications Systems, Inc. (b) ........ 1,820 60,278
Dell Computer Corp. (b) ......................... 7,498 203,796
Juniper Networks, Inc. (b) ...................... 1,659 31,438
Sun Microsystems, Inc. (b) ...................... 11,012 135,448
----------
514,640
----------
COMPUTERS (NETWORKING)--4.6%
Cisco Systems, Inc. (b) ......................... 20,464 370,603
Network Appliance, Inc. (b) ..................... 2,704 59,136
----------
429,739
----------
COMPUTERS (SOFTWARE & SERVICES)--24.4%
Adobe Systems, Inc. ............................. 1,815 56,356
BEA Systems, Inc. (b) ........................... 2,878 44,321
Citrix Systems, Inc. (b) ........................ 1,742 39,474
Compuware Corp. (b) ............................. 1,791 21,116
eBay, Inc. (b) .................................. 1,602 107,174
Electronic Arts, Inc. (b) ....................... 1,079 64,686
i2 Technologies, Inc. (b) ....................... 3,536 27,934
Intuit, Inc. (b) ................................ 2,086 89,239
Mercury Interactive Corp. (b) ................... 688 23,378
Microsoft Corp. (b) ............................. 14,475 958,969
Oracle Corp. (b) ................................ 18,109 250,085
PeopleSoft, Inc. (b) ............................ 3,342 134,348
Rational Software Corp. (b) ..................... 1,584 30,888
Siebel Systems, Inc. (b) ........................ 4,229 118,328
Symantec Corp. (b) .............................. 559 37,079

SHARES VALUE
--------- ----------
COMPUTERS (SOFTWARE & SERVICES)--CONTINUED
Synopsys, Inc. (b) .............................. 432 $ 25,518
VeriSign, Inc. (b) .............................. 1,496 56,908
VERITAS Software Corp. (b) ...................... 3,200 143,456
Yahoo!, Inc. (b) ................................ 2,138 37,928
----------
2,267,185
----------
DISTRIBUTORS (FOOD & HEALTH)--0.4%
Andrx Group (b) ................................. 539 37,951
----------
ELECTRICAL EQUIPMENT--1.2%
Molex, Inc. ..................................... 762 23,584
Sanmina Corp. (b) ............................... 4,350 86,565
110,149
----------
ELECTRONICS (SEMICONDUCTORS)--16.1%
Altera Corp. (b) ................................ 4,231 89,782
Applied Micro Circuits Corp. (b) ................ 2,703 30,598
Atmel Corp. (b) ................................. 2,726 20,091
Broadcom Corp. Class A (b) ...................... 1,324 54,112
Conexant Systems, Inc. (b) ...................... 2,197 31,549
Integrated Device Technology, Inc. (b) .......... 773 20,554
Intel Corp. ..................................... 18,354 577,233
Linear Technology Corp. ......................... 3,304 128,988
Maxim Integrated Products, Inc. (b) ............. 3,534 185,570
Microchip Technology, Inc. (b) .................. 865 33,510
NVIDIA Corp. (b) ................................ 1,220 81,618
PMC-Sierra, Inc. (b) ............................ 1,426 30,317
QLogic Corp. (b) ................................ 738 32,848
RF Micro Devices, Inc. (b) ...................... 1,481 28,480
Vitesse Semiconductor Corp. (b) ................. 1,611 20,025
Xilinx, Inc. (b) ................................ 3,460 135,113
----------
1,500,388
----------
EQUIPMENT (SEMICONDUCTORS)--2.8%
Applied Materials, Inc. (b) ..................... 3,297 132,210
KLA-Tencor Corp. (b) ............................ 1,754 86,928
Novellus Systems, Inc. (b) ...................... 1,141 45,012
----------
264,150
----------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--0.3%
ICOS Corp. (b) .................................. 409 23,493
----------
HEALTH CARE (GENERIC AND OTHER)--0.4%
Sepracor Inc. (b) ............................... 613 34,978
----------
HEALTH CARE (MANAGED CARE)--0.3%
Express Scripts, Inc. (b) ....................... 552 25,811
----------
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--0.9%
Biomet, Inc. .................................... 2,835 87,601
----------
MEDICAL PRODUCTS & SUPPLIES--0.3%
Cytyc Corp. (b) ................................. 956 24,952
----------
PAPER & FOREST PRODUCTS--0.3%
Smurfit-Stone Container Corp. (b) ............... 1,868 29,832
----------
PUBLISHING--1.0%
Gemstar-TV Guide International, Inc. (b) ........ 3,391 93,931
----------
RESTAURANTS--0.8%
Starbucks Corp. (b) ............................. 4,140 78,867
----------
RETAIL (COMPUTERS & ELECTRONICS)--0.4%
CDW Computer Centers, Inc. (b) .................. 693 37,221
----------
RETAIL (GENERAL MERCHANDISE)--0.9%
Costco Wholesale Corp. (b) ...................... 1,860 82,547
----------

See Notes to Financial Statements

PHOENIX-DEUTSCHE NASDAQ-100 INDEX(R) SERIES

SHARES VALUE
--------- ----------
RETAIL (HOME SHOPPING)--0.2%
Amazon.Com, Inc. (b) ............................ 1,928 $ 20,861
----------
RETAIL (SPECIALTY)--1.6%
Bed Bath & Beyond, Inc. (b) ..................... 3,046 103,259
Staples, Inc. (b) ............................... 2,418 45,217
----------
148,476
----------
SERVICES (ADVERTISING/MARKETING)--0.4%
TMP Worldwide, Inc. (b) ......................... 926 39,725
----------
SERVICES (COMMERCIAL & CONSUMER)--1.3%
Apollo Group, Inc. Class A (b) .................. 906 40,779
Cintas Corp. .................................... 1,590 76,320
----------
117,099
----------
SERVICES (DATA PROCESSING)--3.4%
Concord EFS, Inc. (b) ........................... 4,437 145,445
Fiserv, Inc. (b) ................................ 1,828 77,361
Paychex, Inc. ................................... 2,773 96,639
----------
319,445
----------
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--0.9%
Nextel Communications, Inc. Class A (b) ......... 7,670 84,063
----------
TELECOMMUNICATIONS (LONG DISTANCE)--1.3%
WorldCom, Inc. - WorldCom Group (b) ............. 8,313 117,047
----------
TRUCKS & PARTS--0.5%
Paccar, Inc. .................................... 672 44,097
----------
TOTAL COMMON STOCKS
(Identified cost $11,340,380) ............................. 8,605,087
----------
FOREIGN COMMON STOCKS--2.3%
COMMUNICATIONS EQUIPMENT--0.4%
Telefonaktiebolaget LM Ericsson AB ADR (Sweden) . 7,944 41,468
----------
COMPUTERS (SOFTWARE & SERVICES)--0.8%
Check Point Software Technologies Ltd.
(Israel) (b) .................................... 1,858 74,115
----------
ELECTRICAL EQUIPMENT--1.1%
Flextronics International Ltd. (Singapore) (b) .. 4,124 98,935
----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $315,953) ................................ 214,518
----------
UNIT INVESTMENT TRUSTS--2.7%
Nasdaq-100 shares ............................... 6,473 251,865
----------
TOTAL UNIT INVESTMENT TRUSTS
(Identified cost $257,562) ................................ 251,865
----------
TOTAL LONG-TERM INVESTMENTS--97.5%
(Identified cost $11,913,895) ............................. 9,071,470
----------
PAR
VALUE
(000) VALUE
----- ----------
SHORT-TERM OBLIGATIONS--2.7%
REPURCHASE AGREEMENTS--2.0%
State Street Bank & Trust Co. repurchase
agreement, 0.25%, dated 12/31/01,
repurchase price $186,003, collateralized by
U.S. Treasury Bond 6.50%, 11/15/06,
market value $191,512 ......................... $ 186 $ 186,000
----------

STANDARD
& POOR'S
RATING
(UNAUDITED)
--------
U.S. GOVERNMENT SECURITIES--0.7%
U.S. Treasury Bills 1.60%, 3/21/02 (c) .. AAA 65 64,763
----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $250,772) ...................... 250,763
----------
TOTAL INVESTMENTS--100.2%
(Identified cost $12,164,667) ................... 9,322,233(a)
Other assets and liabilities, net--(0.2)% ....... (15,063)
----------
NET ASSETS--100.0% ................................ $9,307,170
==========

(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $595,562 and gross
depreciation of $4,646,180 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$13,372,851.

(b) Non-income producing.

See Notes to Financial Statements

PHOENIX-DEUTSCHE NASDAQ-100 INDEX(R) SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $12,164,667) ........ $ 9,322,233
Cash ................................................................ 962
Receivables
Fund shares sold .................................................. 54,265
Investment securities sold ........................................ 28,015
Receivable from advisor ........................................... 9,190
Dividends and interest ............................................ 208
Prepaid expenses .................................................... 59
-----------
Total assets .................................................... 9,414,932
-----------
LIABILITIES
Payables
Investment securities purchased ................................... 52,965
Fund shares repurchased ........................................... 1,852
Professional fee .................................................. 25,359
Printing fee ...................................................... 8,696
Variation margin for future contracts ............................. 5,570
Financial agent fee ............................................... 3,557
Trustees' fee ..................................................... 3,262
Accrued expenses .................................................... 6,501
-----------
Total liabilities ................................................... 107,762
-----------
NET ASSETS .......................................................... $ 9,307,170
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest .................. $14,821,586
Accumulated net realized loss ..................................... (2,668,782)
Net unrealized depreciation ....................................... (2,845,634)
-----------
NET ASSETS .......................................................... $ 9,307,170
===========
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization ........................................... 2,198,698
===========
Net asset value and offering price per share ........................ $4.23
=====

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Dividends ......................................................... $ 3,745
Interest .......................................................... 2,983
Foreign taxes withheld ............................................ (39)
-----------
Total investment income ......................................... 6,689
-----------
EXPENSES
Financial agent fee ............................................... 41,709
Investment advisory fee ........................................... 24,381
Custodian ......................................................... 33,438
Professional ...................................................... 25,636
Printing .......................................................... 13,181
Trustees .......................................................... 8,437
Miscellaneous ..................................................... 16,823
-----------
Total expenses .................................................. 163,605
Less expenses borne by investment advisor ....................... (128,760)
Custodian fees paid indirectly .................................. (18)
-----------
Net expenses .................................................... 34,827
-----------
NET INVESTMENT LOSS ................................................. (28,138)
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities ................................... (2,333,647)
Net realized loss on futures contracts ............................ (81,750)
Net change in unrealized appreciation (depreciation) on investments (447,931)
-----------
NET LOSS ON INVESTMENTS ............................................. (2,863,328)
-----------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ................ $(2,891,466)
===========

See Notes to Financial Statements

PHOENIX-DEUTSCHE NASDAQ-100 INDEX(R) SERIES

STATEMENT OF CHANGES IN NET ASSETS

FROM INCEPTION
YEAR ENDED 8/15/00 TO
12/31/01 12/31/00
----------- --------------

FROM OPERATIONS
Net investment income (loss) ................................................. $ (28,138) $ (6,360)
Net realized gain (loss) ..................................................... (2,415,397) (253,385)
Net change in unrealized appreciation (depreciation) ......................... (447,931) (2,397,703)
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .............. (2,891,466) (2,657,448)
=========== ===========
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (2,226,105 and 913,029 shares, respectively) ... 10,796,048 8,539,279
Cost of shares repurchased (899,721 and 40,715 shares, respectively) ......... (4,112,309) (366,934)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ...................... 6,683,739 8,172,345
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS ........................................ 3,792,273 5,514,897
NET ASSETS
Beginning of period .......................................................... 5,514,897 --
----------- -----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME (LOSS) OF
($0 AND $0, RESPECTIVELY) ................................................. $ 9,307,170 $ 5,514,897
=========== ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

FROM INCEPTION
YEAR ENDED 8/15/00 TO
12/31/01 12/31/00
---------- --------------

Net asset value, beginning of period .......................................... $ 6.32 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ................................................ (0.02)(5) (0.01)
Net realized and unrealized gain (loss) ..................................... (2.07) (3.67)
------ ------
TOTAL FROM INVESTMENT OPERATIONS .......................................... (2.09) (3.68)
------ ------
CHANGE IN NET ASSET VALUE ..................................................... (2.09) (3.68)
------ ------
NET ASSET VALUE, END OF PERIOD ................................................ $ 4.23 $ 6.32
====== ======
Total return .................................................................. (33.04)% (36.78)%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ....................................... $9,307 $ 5,515
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (3) ...................................................... 0.50%(4) 0.50%(1)
Net investment income (loss) ................................................ (0.40)% (0.30)%(1)
Portfolio turnover ............................................................ 91% 50%(2)

<FN>
(1) Annualized.
(2) Not annualized.
(3) If the investment advisor had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.35% and
3.93% for the periods ended December 31, 2001 and 2000, respectively.
(4) 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.
(5) Computed using average shares outstanding.
</FN>

See Notes to Financial Statements

PHOENIX-DUFF & PHELPS REAL ESTATE SECURITIES SERIES

INVESTOR PROFILE
The Fund is appropriate for investors seeking investment in a diversified
portfolio of real estate investment trusts and real estate operating companies.
The Fund's objective is to emphasize appreciation and current yield equally.
Investors should note that real estate investing involves certain risks,
including refinancing, economic impact on the industry, changes in the value of
properties owned, dependency on management skills, and liquidity risks similar
to those associated with small-company investing.

INVESTMENT ADVISER'S REPORT

NAREIT
PERIOD ENDED TOTAL RETURN
12/31/01 EQUITY INDEX(1)
- ------------------------------------------------------------------------------
One-Year Return 6.62% 13.93%
- ------------------------------------------------------------------------------
Three-Year Return 13.47% 11.15%
- ------------------------------------------------------------------------------
Five-Year Return 7.04% 6.38%
- ------------------------------------------------------------------------------

At the beginning of the year, we had concluded a strong record against our
peers and benchmark. We attribute our value-added performance to our ground-up
stock selection, style, and sector weightings. Our style combines a pursuit of
growth AND value, and is sometimes referred to as GARP (growth at a reasonable
price). As you may recall, we thought REITs could deliver double-digit returns
as we stated in our report last year that with earnings growth of 7-8% projected
for 2001 and a NAREIT Total Return Equity Index yield over 7%, these mature
REITs could endure some multiple contraction and still deliver double-digit
returns. This turned out to be the case, as the benchmark delivered a 13.93%
return.
By mid-year, those sectors and most of the names that had helped us perform
so well in the prior two years were underperforming the benchmark. Investors
sought high yield and smaller cap names among REITs as interest rates and the
broader market came down. A meaningful portion of the top-performing REITs was
pursued solely for yield, even though they lacked earnings growth, dividend
growth, and dividend security. For example, the health-care REITs, which failed
to meet our screens, delivered the best performance in the year, while
delivering another year of negative earnings growth. One of the best performers
even cut its dividend. The one-year forward multiples for health-care REITs
started the year at 6.6x and finished the year at 9.6x, driven by the pursuit of
yield, not its dividend coverage ratio.

As we had expected, the economy continued to deteriorate, albeit faster
than predicted, thus testing our fundamental hedge. In addition to focusing on
good management teams, high quality assets, strong balance sheets, and markets
with high barriers to entry, we had selected holdings with a favorable spread
between market rents and in-place rents (loss-to-lease). Loss-to-lease positions
usually allow landlords to preserve earnings growth as demand subsides. Last
year we had said, "Expect us to remain overweight in the apartment, industrial,
and office sectors, with a bias towards high barrier-to-entry markets and
loss-to-lease positions." What we found, and quickly reacted to, was an
accelerated decline in rent levels brought on by a strong occupancy battle in
the office and apartment sectors.

Our expectation for economic erosion had been accurate, but the rapidity
was too much for the hedging tool we initially used. An earlier recognition that
longer lease duration was a better hedging tool in such a rapid economic decline
would have enhanced performance. We reacted by moving to overweight the retail
sectors, focusing on regional malls and grocery-anchored shopping centers. These
sectors have been and continue to be in the position to benefit from longer
lease duration and additional interest expense savings. The source for these new
positions came from our reduction in office and apartment holdings, which we
reduced from an overweighting to an underweighted position and market weight,
respectively. Our changes bore fruit as our results improved.

PHOENIX-DUFF & PHELPS REAL ESTATE SECURITIES SERIES

OUTLOOK
We continue to be positive in our outlook but want to limit return
expectations to upper single- digits for the year, primarily driven by the 7.2%
NAREIT Total Return Equity Index dividend as of December 31, 2001.

Earnings growth for our REIT universe is expected to be 3%. We could see
some earnings expansion in the retail REITs, if their interest expense savings
is greater than assumed by management and the Street. Offsetting this potential
upside is a downward bias on 2002 earnings in apartment and office REITs. As
real estate is a lagging component of the economy, the shorter lease terms in
these sectors could drive slightly greater occupancy declines than assumed. In
addition, many of these companies have been building up significant amounts of
capital to deploy in opportunities that may not come to fruition. As a result,
we're not anticipating multiple expansion, which some argue is warranted given
the record spread on the 7.2% dividend yield versus numerous fixed-income
alternatives. We could also see more REITs added to the S&P 500 Index,2 but to
date, the addition of two REITs has done little for either name.

Diversification and longer lease duration continue to be themes of ours. We
have increased the number of our holdings from 21 to 29. This trend is likely to
continue. As stated above, we have moved to underweight office and market weight
apartments, while reallocating that capital to regional malls and shopping
centers. Both of these retail sectors offer longer lease duration and the
opportunity to capitalize on more interest expense savings. In addition, we have
reallocated our apartment holdings to include more companies with lower average
monthly rental rates.

The capital markets discipline we've talked about in the past has smoothed
and lengthened the real estate cycle. In fact, banks are noting how well real
estate loans are performing today. As the economy continues to slow, we're
fortunate to be facing little new supply, and most landlords have very healthy
balance sheets. As management teams sit on the sidelines with this capital,
waiting for opportunities brought on by the economy, we will emphasize secure
and attractive dividend yields and diversification of our holdings.

We thank you for your interest in our Fund.

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

NAREIT Total Return
Real Estate Securities Series Equity Index(1) S&P 500 Index(2)

5/1/95 $10,000.00 $10,000.00 $10,000.00
12/29/95 11,779.20 11,548.00 12,184.40
12/31/96 15,677.20 15,618.30 15,016.90
12/31/97 19,133.70 18,787.20 20,028.90
12/31/98 15,078.60 15,499.00 25,788.60
12/31/99 15,798.70 14,783.50 31,239.00
12/29/00 20,660.90 18,680.20 28,369.00
12/31/01 22,028.10 21,282.80 25,000.20

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01
FROM
INCEPTION
5/1/95 TO
1 YEAR 5 YEAR 12/31/01
- ------------------------------------------------------------------------------
Real Estate Securities Series 6.62% 7.04% 12.56%
- ------------------------------------------------------------------------------
NAREIT Total Return Equity Index(1) 13.93% 6.38% 11.97%
- ------------------------------------------------------------------------------
S&P 500 Index(2) (11.87)% 10.73% 14.72%
- ------------------------------------------------------------------------------

This chart assumes an initial gross investment of $10,000 made on 5/1/95
(inception of the Fund). Returns shown include the reinvestment of all
distributions at net asset value, and the change in share price for the stated
period. Returns indicate past performance, which is not predictive of future
performance. Investment return and net asset value will fluctuate so that your
shares, when redeemed, may be worth more or less than the original cost.

(1) The NAREIT Total Return Equity Index is unmanaged and measures the
total-return performance of real estate investment trusts.

PHOENIX-DUFF & PHELPS REAL ESTATE SECURITIES SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
-------- -----------
COMMON STOCKS--95.0%
REAL ESTATE INVESTMENT TRUSTS--95.0%
DIVERSIFIED--8.6%
iStar Financial, Inc. .......................... 22,200 $ 553,890
Vornado Realty Trust ........................... 72,000 2,995,200
-----------
3,549,090
-----------
INDUSTRIAL/OFFICE--30.9%
INDUSTRIAL--10.2%
CenterPoint Properties Corp. ................... 43,000 2,141,400
First Industrial Realty Trust, Inc. ............ 22,300 693,530
ProLogis Trust ................................. 64,700 1,391,697
-----------
4,226,627
-----------
MIXED--4.7%
Duke Realty Corp. .............................. 33,000 802,890
Reckson Associates Realty Corp. ................ 43,000 1,004,480
Reckson Associates Realty Corp. Class B ........ 6,500 165,815
-----------
1,973,185
-----------
OFFICE--16.0%
Alexandria Real Estate Equities, Inc. .......... 10,000 411,000
Boston Properties, Inc. ........................ 55,000 2,090,000
Equity Office Properties Trust ................. 91,910 2,764,653
SL Green Realty Corp. .......................... 44,750 1,374,272
-----------
6,639,925
-----------
TOTAL INDUSTRIAL/OFFICE .................................... 12,839,737
-----------
RESIDENTIAL--20.3%
APARTMENTS--20.3%
Apartment Investment & Management Co. Class A .. 31,000 1,417,630
Archstone-Smith Trust .......................... 41,000 1,078,300
Avalonbay Communities, Inc. .................... 22,000 1,040,820
Camden Property Trust .......................... 35,500 1,302,850
Equity Residential Properties Trust ............ 49,400 1,418,274
Essex Property Trust, Inc. ..................... 19,000 938,790
United Dominion Realty Trust, Inc. ............. 85,000 1,224,000
-----------
8,420,664
-----------
RETAIL--31.4%
REGIONAL MALLS--14.0%
CBL & Associates Properties, Inc. .............. 56,400 1,776,600
General Growth Properties, Inc. ................ 46,750 1,813,900
Simon Property Group, Inc. ..................... 62,250 1,825,793
Taubman Centers, Inc. .......................... 27,000 400,950
-----------
5,817,243
-----------
SHOPPING CENTERS--17.4%
Chelsea Property Group, Inc. ..................... 46,700 2,292,970
Kimco Realty Corp. ............................. 57,000 1,863,330
Pan Pacific Retail Properties, Inc. ............ 40,250 1,155,980
Realty Income Corp. ............................ 13,500 396,900
Weingarten Realty Investors .................... 31,000 1,488,000
-----------
7,197,180
-----------
TOTAL RETAIL ............................................... 13,014,423
-----------

SHARES VALUE
-------- -----------
SELF STORAGE--3.8%
Public Storage, Inc. ........................... 47,500 $ 1,586,500
-----------
TOTAL REAL ESTATE INVESTMENT TRUSTS
(Identified cost $35,212,535) ............................ 39,410,414
-----------
REAL ESTATE OPERATING COMPANIES--0.0%
DIVERSIFIED--0.0%
Vornado Operating, Inc. (b) .................... 3,110 1,555
-----------
TOTAL REAL ESTATE OPERATING COMPANIES
(Identified cost $24,880) ................................ 1,555
-----------
TOTAL LONG-TERM INVESTMENTS--95.0%
(Identified cost $35,212,378) ............................ 39,411,969
-----------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000)
----------- ------
SHORT-TERM OBLIGATIONS--4.8%
COMMERCIAL PAPER--4.8%
Govco, Inc. 1.75%, 1/2/02 ....... A-1+ $2,000 1,999,903

TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $1,999,903) ............................. 1,999,903
-----------
TOTAL INVESTMENTS--99.8%
(Identified Cost $37,212,281) ............................ 41,411,872(a)
Other assets and liabilities, net--0.2% .................. 94,247
-----------
NET ASSETS--100.0% ......................................... $41,506,119
===========

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $4,498,012 and gross
depreciation of $298,421 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$37,212,281.

(b) Non-income producing.

See Notes to Financial Statements

PHOENIX-DUFF & PHELPS REAL ESTATE SECURITIES SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $37,212,281) .................... $41,411,872
Receivables
Dividends and interest ........................................................ 248,316
Fund shares sold .............................................................. 30,709
Prepaid expenses ................................................................ 302
-----------
Total assets ................................................................ 41,691,199
-----------
LIABILITIES
Cash overdraft .................................................................. 508
Payables
Fund shares repurchased ....................................................... 101,026
Printing fee .................................................................. 29,826
Professional fee .............................................................. 24,435
Investment advisory fee ....................................................... 18,715
Financial agent fee ........................................................... 5,698
Trustees' fee ................................................................. 3,262
Accrued expenses ................................................................ 1,610
-----------
Total liabilities ........................................................... 185,080
-----------
NET ASSETS ...................................................................... $41,506,119
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest .............................. $37,960,948
Undistributed net investment income ........................................... 181,071
Accumulated net realized loss ................................................. (835,491)
Net unrealized appreciation ................................................... 4,199,591
-----------
NET ASSETS ...................................................................... $41,506,119
===========
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization ....................................................... 2,643,729
===========
Net asset value and offering price per share .................................... $15.70
======

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Dividends ..................................................................... $ 1,840,126
Interest ...................................................................... 99,141
-----------
Total investment income ..................................................... 1,939,267
-----------
EXPENSES
Investment advisory fee ....................................................... 279,136
Financial agent fee ........................................................... 66,253
Printing ...................................................................... 35,926
Professional .................................................................. 26,708
Trustees ...................................................................... 8,437
Custodian ..................................................................... 8,421
Miscellaneous ................................................................. 7,896
-----------
Total expenses .............................................................. 432,777
Less expenses borne by investment adviser ................................... (60,219)
Custodian fees paid indirectly .............................................. (375)
-----------
Net expenses ................................................................ 372,183
-----------
NET INVESTMENT INCOME ........................................................... 1,567,084
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities ............................................... 2,031,162
Net change in unrealized appreciation (depreciation) on investments ........... (1,112,927)
-----------
NET GAIN ON INVESTMENTS ......................................................... 918,235
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ............................ $ 2,485,319
===========

See Notes to Financial Statements

PHOENIX-DUFF & PHELPS REAL ESTATE SECURITIES SERIES

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
12/31/01 12/31/00
------------ ------------

FROM OPERATIONS
Net investment income (loss) ........................................ $ 1,567,084 $ 1,371,873
Net realized gain (loss) ............................................ 2,031,162 534,489
Net change in unrealized appreciation (depreciation) ................ (1,112,927) 6,024,489
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ......... 2,485,319 7,930,851
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ............................................... (1,533,702) (1,261,215)
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ........... (1,533,702) (1,261,215)
------------ ------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (1,026,938 and 917,812 shares,
respectively) ..................................................... 15,777,923 12,577,818
Net asset value of shares issued from reinvestment of distributions
(100,085 and 89,365 shares, respectively) ......................... 1,533,702 1,261,215
Cost of shares repurchased (754,210 and 975,675 shares, respectively) (11,571,856) (13,043,694)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ........... 5,739,769 795,339
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS ............................... 6,691,386 7,464,975
NET ASSETS
Beginning of period ................................................. 34,814,733 27,349,758
------------ ------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME
(LOSS) OF $181,071 AND $154,718, RESPECTIVELY) .................... $ 41,506,119 $ 34,814,733
============ ============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------
2001 2000 1999 1998 1997
------ ------ ------ ------ ------

Net asset value, beginning of period ...... $15.33 $12.21 $12.28 $16.38 $14.32
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ............ 0.62 0.63 0.65 0.78 0.50
Net realized and unrealized gain (loss) . 0.37 3.07 (0.09) (4.20) 2.62
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ...... 0.99 3.70 0.56 (3.42) 3.12
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income .... (0.62) (0.58) (0.63) (0.65) (0.48)
Dividends from net realized gains ....... -- -- -- (0.02) (0.58)
Tax return of capital ................... -- -- -- (0.01) --
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS ................... (0.62) (0.58) (0.63) (0.68) (1.06)
------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE ................. 0.37 3.12 (0.07) (4.10) 2.06
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD ............ $15.70 $15.33 $12.21 $12.28 $16.38
====== ====== ====== ====== ======
Total return .............................. 6.62% 30.78% 4.78% (21.19)% 22.05%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ..... $41,506 $34,815 $27,350 $36,408 $54,659
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1) ................... 1.00%(2) 1.00% 1.00% 1.00% 1.00%
Net investment income ................... 4.21% 4.63% 5.06% 5.07% 3.59%
Portfolio turnover rate ................... 37% 26% 28% 18% 41%

<FN>
(1) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 1.16%,
1.32%, 1.31%, 1.01 % and 1.07% for the periods ended December 31, 2001,
2000, 1999, 1998 and 1997, 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.
</FN>

See Notes to Financial Statements

PHOENIX-ENGEMANN CAPITAL GROWTH SERIES

INVESTOR PROFILE
The Fund is appropriate for investors seeking intermediate and long-term
capital appreciation with income as a secondary consideration through a
diversified investment approach.

INVESTMENT ADVISER'S REPORT
For the fiscal year ended December 31, 2001, Phoenix-Engemann Capital
Growth Series fell 34.57% versus a decline of 20.42% for the Russell 1000 Growth
Index and a loss of 11.87% for the S&P 500 Index.(1)

Given the slowdown in the economy, many of the traditional growth sectors
experienced deterioration in business fundamentals, which negatively impacted
stock performance. The magnitude of this downturn has been one of the most
severe in history, and various growth cyclical sectors such as technology and
telecommunications were hit inordinately hard. As a result, performance was
significantly impacted by our investments in the technology and telecom sectors.
With the continued deterioration in business fundamentals and earnings growth,
many of the high growth companies also experienced compression in their
valuations, which further affected their stock values. The first half of fiscal
2001 contributed to the bulk of the relative underperformance, as growth stocks
experienced their worst performance as investors shifted towards more defensive
sectors.

As the deterioration in the profit outlook continued, we reduced our
exposure to the technology and telecom sectors and diversified into other
sectors that offer more defensive characteristics. Some of the industries that
we diversified into included health-care services, specialty pharmaceuticals and
generics, and defense electronics. In addition, the financial services sector
has been an area of increased focus due to the Federal Reserve's continued
action to reduce interest rates.

OUTLOOK
With a slowing economy and poor earnings outlook, the equity markets have
been struggling to find some level of stability. After months of continued
business fundamental deterioration, there seems to be some stabilization in
several economic sectors. This stabilization, coupled with the enormous amount
of monetary and fiscal stimulus being pushed through the financial system by the
government, should lead to an eventual economic recovery. We believe the economy
should experience healthy growth by the second half of 2002, resulting in a
strong earnings and equity market recovery.

In anticipation of the pending economic and earnings recovery, we have
started to rotate the portfolio towards more cyclical sectors, such as
technology, transportation, financial services, and business services. Within
technology, we have added to our exposure in the semiconductor and semiconductor
equipment industries. These industries have experienced a drastic slowdown due
to the global recession in information technology equipment but are well poised,
we believe, for a solid rebound in earnings growth. The technology sector should
return to its traditional growth characteristics by the second half of 2002 and
the outlook for 2003 is even more promising, in our view. We believe the other
cyclical sectors, such as transportation and business services, should
experience a healthy earnings recovery from their lows of 2001.

(1) The Russell 1000 Growth Index measures large-cap, growth-oriented stock
total return performance and is provided for general comparative purposes.
The S&P 500 Index measures broad stock market total-return performance. The
indices are unmanaged and not available for direct investment.

PHOENIX-ENGEMANN CAPITAL GROWTH SERIES

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Capital Growth Series S&P 500 Index(1)
12/31/91 $10,000.00 $10,000.00
12/31/92 11,028.90 10,769.10
12/31/93 13,200.90 11,846.00
12/30/94 13,396.20 12,002.70
12/29/95 17,528.40 16,504.60
12/31/96 19,733.40 20,341.50
12/31/97 23,891.80 27,130.70
12/31/98 31,062.20 34,932.50
12/31/99 40,279.20 42,315.50
12/29/00 33,120.20 38,427.90
12/31/01 21,669.60 33,864.70

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01

1 YEAR 5 YEARS 10 YEARS
- ------------------------------------------------------------------------
Capital Growth Series (34.57)% 1.89% 8.04%
- ------------------------------------------------------------------------
S&P 500 Index(1) (11.87)% 10.73% 12.97%
- ------------------------------------------------------------------------

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

PHOENIX-ENGEMANN CAPITAL GROWTH SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
--------- ------------
COMMON STOCKS--88.7%
AEROSPACE/DEFENSE--1.2%
Northrop Grumman Corp. ......................... 115,000 $ 11,593,150
------------
AIRLINES--0.7%
Southwest Airlines Co. ........................... 347,000 6,412,560
------------
BANKS (MAJOR REGIONAL)--1.0%
Wells Fargo & Co. .............................. 207,100 8,998,495
------------
BIOTECHNOLOGY--3.2%
Amgen, Inc. (b) ................................ 102,500 5,785,100
IDEC Pharmaceuticals Corp. (b) ................. 210,000 14,475,300
MedImmune, Inc. (b) ............................ 209,000 9,687,150
------------
29,947,550
------------
BROADCASTING (TELEVISION, RADIO & CABLE)--1.0%
Liberty Media Corp. Class A (b) ................ 698,000 9,772,000
------------
COMPUTERS (HARDWARE)--2.3%
Brocade Communications Systems, Inc. (b) ......... 175,440 5,810,573
Sun Microsystems, Inc. (b) ..................... 1,240,900 15,263,070
------------
21,073,643
------------
COMPUTERS (NETWORKING)--3.1%
Cisco Systems, Inc. (b) ........................ 765,850 13,869,543
McDATA Corp. Class A (b) ....................... 628,007 15,386,172
------------
29,255,715
------------
COMPUTERS (PERIPHERALS)--1.1%
EMC Corp. (b) .................................. 762,950 10,254,048
------------
COMPUTERS (SOFTWARE & SERVICES)--8.1%
BEA Systems, Inc. (b) ............................ 1,523,850 23,467,290
i2 Technologies, Inc. (b) ...................... 181,820 1,436,378
Oracle Corp. (b) ............................... 1,045,400 14,436,974
PeopleSoft, Inc. (b) ........................... 207,000 8,321,400
Siebel Systems, Inc. (b) ....................... 175,100 4,899,298
VeriSign, Inc. (b) ............................. 286,500 10,898,460
VERITAS Software Corp. (b) ..................... 278,745 12,496,138
------------
75,955,938
------------
DISTRIBUTORS (FOOD & HEALTH)--3.5%
Andrx Group (b) ................................ 146,600 10,322,106
Cardinal Health, Inc. .......................... 347,000 22,437,020
------------
32,759,126
------------
ELECTRICAL EQUIPMENT--1.1%
Emerson Electric Co. ........................... 104,000 5,938,400
General Electric Co. ........................... 102,700 4,116,216
------------
10,054,616
------------
ELECTRONICS (DEFENSE)--1.1%
Raytheon Co. ................................... 314,000 10,195,580
------------
ELECTRONICS (SEMICONDUCTORS)--10.0%
Analog Devices, Inc. (b) ....................... 279,000 12,384,810
Applied Micro Circuits Corp. (b) ............... 136,620 1,546,538
Intersil Corp. (b) ............................. 138,700 4,473,075
Maxim Integrated Products, Inc. (b) ............ 349,000 18,325,990
Micron Technology, Inc. (b) .................... 140,000 4,340,000
Texas Instruments, Inc. ........................ 1,044,250 29,239,000
Xilinx, Inc. (b) ............................... 601,850 23,502,243
------------
93,811,656
------------

SHARES VALUE
--------- ------------

ENTERTAINMENT--1.8%
AOL Time Warner, Inc. (b) ...................... 208,350 $ 6,688,035
Viacom, Inc. Class B (b) ....................... 239,729 10,584,035
------------
17,272,070
------------
EQUIPMENT (SEMICONDUCTORS)--3.5%
Applied Materials, Inc. (b) .................... 138,000 5,533,800
KLA-Tencor Corp. (b) ........................... 244,200 12,102,552
Novellus Systems, Inc. (b) ..................... 88,200 3,479,490
Teradyne, Inc. (b) ............................. 385,800 11,628,012
------------
32,743,854
------------
FINANCIAL (DIVERSIFIED)--6.9%
American Express Co. ........................... 209,400 7,473,486
Citigroup, Inc. ................................ 451,166 22,774,860
Freddie Mac .................................... 344,000 22,497,600
Morgan Stanley Dean Witter & Co. ............... 205,500 11,495,670
------------
64,241,616
------------
HEALTH CARE (DIVERSIFIED)--4.7%
Bristol-Myers Squibb Co. ....................... 346,000 17,646,000
Johnson & Johnson .............................. 454,520 26,862,132
------------
44,508,132
------------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--8.3%
Genentech, Inc. (b) ............................ 137,860 7,478,905
Merck & Co., Inc. .............................. 278,350 16,366,980
Pfizer, Inc. ................................... 1,038,975 41,403,154
Pharmacia Corp. ................................ 301,439 12,856,373
------------
78,105,412
------------
HEALTH CARE (GENERIC AND OTHER)--1.2%
King Pharmaceuticals, Inc. (b) ................. 277,000 11,670,010
------------
HEALTH CARE (MANAGED CARE)--2.8%
UnitedHealth Group, Inc. ....................... 135,000 9,553,950
WellPoint Health Networks, Inc. (b) ............ 140,000 16,359,000
------------
25,912,950
------------
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--2.3%
Baxter International, Inc. ..................... 138,000 7,400,940
Medtronic, Inc. (b) ............................ 278,950 14,285,029
------------
21,685,969
------------
INSURANCE (MULTI-LINE)--1.2%
American International Group, Inc. ............. 137,000 10,877,800
------------
INVESTMENT BANKING/BROKERAGE--2.0%
Merrill Lynch & Co., Inc. ...................... 273,500 14,254,820
Waddell & Reed Financial, Inc. Class A ......... 138,000 4,443,600
------------
18,698,420
------------
INVESTMENT MANAGEMENT--0.4%
Stilwell Financial, Inc. ......................... 139,000 3,783,580
------------
MANUFACTURING (DIVERSIFIED)--4.5%
Tyco International Ltd. ........................ 627,300 36,947,970
United Technologies Corp. ...................... 84,200 5,441,846
------------
42,389,816
------------
OIL & GAS (EXPLORATION & PRODUCTION)--1.2%
Anadarko Petroleum Corp. ....................... 139,000 7,902,150
EOG Resources, Inc. ............................ 85,000 3,324,350
------------
11,226,500
------------

See Notes to Financial Statements

PHOENIX-ENGEMANN CAPITAL GROWTH SERIES

SHARES VALUE
--------- ------------
RETAIL (BUILDING SUPPLIES)--3.6%
Home Depot, Inc. (The) ......................... 376,450 $ 19,202,715
Lowe's Cos., Inc. .............................. 312,000 14,479,920
------------
33,682,635
------------
RETAIL (DEPARTMENT STORES)--1.0%
Kohl's Corp. (b) ............................... 136,400 9,608,016
------------
RETAIL (DRUG STORES)--0.5%
Walgreen Co. ................................... 139,000 4,678,740
------------
RETAIL (GENERAL MERCHANDISE)--3.0%
Wal-Mart Stores, Inc. .......................... 486,700 28,009,585
------------
SERVICES (COMPUTER SYSTEMS)--0.7%
SunGard Data Systems, Inc. (b) ................. 241,000 6,972,130
------------
SERVICES (DATA PROCESSING)--0.5%
First Data Corp. ............................... 56,000 4,393,200
------------
TELEPHONE--1.2%
SBC Communications, Inc. ....................... 291,000 11,398,470
------------
TOTAL COMMON STOCKS
(Identified cost $705,455,018) ........................... 831,942,982
------------
FOREIGN COMMON STOCKS--6.1%
COMMUNICATIONS EQUIPMENT--0.7%
Nokia Oyj ADR (Finland) ........................ 274,000 6,721,220
------------
COMPUTERS (SOFTWARE & SERVICES)--0.8%
Check Point Software Technologies Ltd.
(Israel)(b) .................................. 175,000 6,980,750
------------
ELECTRICAL EQUIPMENT--0.7%
Flextronics International Ltd. (Singapore) (b) . 274,100 6,575,659
------------
ELECTRONICS (SEMICONDUCTORS)--1.9%
Celestica, Inc. (Canada) (b) ................... 139,000 5,614,210
Taiwan Semiconductor Manufacturing Co. Ltd. ADR
(Taiwan) (b) ................................. 416,800 7,156,456
United Microelectronics Corp. (Taiwan) (b) ..... 556,900 5,346,240
------------
18,116,906
------------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--0.9%
Teva Pharmaceutical Industries Ltd. ADR (Israel) 139,000 8,566,570
------------
SERVICES (COMMERCIAL & CONSUMER)--1.1%
Accenture Ltd. Class A (Bermuda) (b) ........... 380,000 10,229,600
------------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $53,593,933) ............................ 57,190,705
------------
TOTAL LONG-TERM INVESTMENTS--94.8%
(Identified cost $759,048,951) ........................... 889,133,687
------------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ----- ------------
SHORT-TERM OBLIGATIONS--4.8%
CERTIFICATE OF DEPOSIT--0.2%
Canadian Imperial Bank of Commerce
4.23%, 5/22/02 .......................... AA- $1,500 $ 1,513,172
------------
COMMERCIAL PAPER--3.2%
Verizon Network Funding Corp. 2%, 1/2/02 .. A-1+ 4,425 4,424,754
Goldman Sachs Group L.P. 1.75%, 1/3/02 .... A-1+ 5,035 5,034,511
Lexington Parker Capital Co. LLC 2%,
1/8/02 .................................. A-1 3,710 3,708,557
Preferred Receivables Funding Corp.
2.03%, 1/9/02 ........................... A-1 2,104 2,103,051
Park Avenue Receivables Corp. 2.05%,
1/15/02 ................................. A-1 4,534 4,530,386
Receivables Capital Corp. 2.05%, 1/25/02 .. A-1+ 2,500 2,496,583
Heinz (H.J.) Finance Co. 1.97%, 1/28/02 ... A-1 5,000 4,992,500
Corporate Asset Funding Co. 2%, 2/4/02 .... A-1+ 3,000 2,994,758
30,285,100
------------
FEDERAL AGENCY SECURITIES--1.1%
Freddie Mac Discount Note 1.80%, 1/9/02 ... AAA 1,855 1,854,258
Freddie Mac Discount Note 1.72%, 1/29/02 .. AAA 5,721 5,713,347
Federal Home Loan Bank Discount Note
6.25%, 11/15/02 ......................... AAA 2,500 2,586,755
------------
10,154,360
------------
MEDIUM TERM NOTES--0.3%
Bank of America Corp. 2%, 3/19/02 (c) ..... A+ 2,500 2,500,602
------------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $44,424,387) ............................ 44,453,234
------------
TOTAL INVESTMENTS--99.6%
(Identified cost $803,473,338) ........................... 933,586,921(a)
Other assets and liabilities, net--0.4% .................... 3,981,916
------------
NET ASSETS--100.0% ......................................... $937,568,837
============

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $196,065,228 and gross
depreciation of $66,181,731 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$803,703,424.

(b) Non-income producing.

See Notes to Financial Statements

PHOENIX-ENGEMANN CAPITAL GROWTH SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value
(Identified cost $803,473,338) .................................... $ 933,586,921
Receivables
Investment securities sold ........................................ 4,760,600
Fund shares sold .................................................. 534,814
Dividends and interest ............................................ 397,743
Prepaid expenses .................................................... 10,611
--------------
Total assets .................................................... 939,290,689
--------------
LIABILITIES
Cash overdraft ...................................................... 12,122
Payables
Fund shares repurchased ........................................... 829,670
Investment advisory fee ........................................... 515,909
Printing fee ...................................................... 243,423
Financial agent fee ............................................... 33,725
Trustees' fee ..................................................... 3,262
Accrued expenses .................................................... 83,741
--------------
Total liabilities ............................................... 1,721,852
--------------
NET ASSETS .......................................................... $ 937,568,837
==============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest .................. $1,089,224,580
Accumulated net realized loss ..................................... (281,769,326)
Net unrealized appreciation ....................................... 130,113,583
--------------
NET ASSETS .......................................................... $ 937,568,837
==============
Shares of beneficial interest outstanding,
$1 par value, unlimited authorization ............................. 65,062,185
==============
Net asset value and offering price per share ........................ $14.41
======

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Dividends ......................................................... $ 6,023,637
Interest .......................................................... 2,603,021
Foreign taxes withheld ............................................ (113,376)
-------------
Total investment income ......................................... 8,513,282
-------------
EXPENSES
Investment advisory fee ........................................... 7,387,818
Financial agent fee ............................................... 435,899
Printing .......................................................... 291,761
Custodian ......................................................... 194,890
Professional ...................................................... 26,729
Trustees .......................................................... 8,437
Miscellaneous ..................................................... 37,206
-------------
Total expenses .................................................. 8,382,740
Custodian fees paid indirectly .................................. (1,330)
-------------
Net expenses .................................................... 8,381,410
-------------
NET INVESTMENT INCOME ............................................... 131,872
-------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities ................................... (231,402,697)
Net change in unrealized appreciation (depreciation) on investments (332,528,295)
-------------
NET LOSS ON INVESTMENTS ............................................. (563,930,992)
-------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ................ $(563,799,120)
-------------

See Notes to Financial Statements

PHOENIX-ENGEMANN CAPITAL GROWTH SERIES

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
12/31/01 12/31/00
-------------- --------------

FROM OPERATIONS
Net investment income (loss) ...................................... $ 131,872 $ 703,978
Net realized gain (loss) .......................................... (231,402,697) (9,398,655)
Net change in unrealized appreciation (depreciation) .............. (332,528,295) (358,538,671)
-------------- --------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ....... (563,799,120) (367,233,348)
-------------- --------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ............................................. (716,525) (150,501)
Net realized short-term gains ..................................... -- (31,076,845)
Net realized long-term gains ...................................... (24,334,683) (56,728,679)
-------------- --------------
DECREASE IN NET ASSETS FROM DISTRIBUTION TO SHAREHOLDERS .......... (25,051,208) (87,956,025)
-------------- --------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (7,384,942 and 7,850,882 shares,
respectively) ................................................... 123,103,730 216,280,791
Net asset value of shares issued from reinvestment of distributions
(1,481,978 and 3,317,027 shares, respectively) .................. 25,051,208 87,956,025
Cost of shares repurchased (18,495,629 and
15,890,334 shares, respectively) ................................ (301,771,867) (438,101,258)
-------------- --------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ....... (153,616,929) (133,864,442)
-------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS ............................. (742,467,257) (589,053,815)
NET ASSETS
Beginning of period ............................................... 1,680,036,094 2,269,089,909
-------------- --------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME
(LOSS) OF $0 AND $553,477, RESPECTIVELY) ........................ $ 937,568,837 $1,680,036,094
============== ==============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------
2001(2) 2000 1999 1998 1997
------ ------ ------ ------ ------

Net asset value, beginning of period .... $22.49 $28.57 $23.93 $19.16 $18.89
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .......... --(1) --(1) 0.03 0.03 0.13
Net realized and unrealized gain (loss) (7.72) (4.91) 6.97 5.65 3.70
------ ------ ------ ------ ------
Total from investment operations .... (7.72) (4.91) 7.00 5.68 3.83
------ ------ ------ ------ ------
ESS DISTRIBUTIONS
Dividends from net investment income .. (0.01) --(1) (0.06) (0.03) (0.13)
Dividends from net realized gains ..... (0.35) (1.17) (2.31) (0.88) (3.43)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS ................. (0.36) (1.17) (2.37) (0.91) (3.56)
------ ------ ------ ------ ------
Capital contribution from Adviser ..... -- -- 0.01 -- --
------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE (8.08) (6.08) 4.64 4.77 0.27
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD .......... $14.41 $22.49 $28.57 $23.93 $19.16
====== ====== ====== ====== ======
Total return ............................ (34.57)% (17.77)% 29.67% 30.01% 21.07%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) . $937,569 $1,680,036 $2,269,090 $1,876,296 $1,505,568
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses .................... 0.72%(3) 0.68% 0.68% 0.69% 0.74%
Net investment income ................. 0.01% 0.03% 0.11% 0.15% 0.64%
Portfolio turnover rate ............... 58% 82% 106% 102% 284%

<FN>
(1) Amount is less than $0.01.

(2) As required, effective January 1, 2001, the Fund has adopted the provisions
of AICPA Audit and Accounting Guide for Investment Companies and began
amortizing premium on debt securities. There was no effect to net investment
income per share and net realized and unrealized gain (loss) per share and
the ratio of net investment income to average net assets. Per share ratios
and supplemental data from prior periods have not been restated to reflect
this change.

(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.
</FN>

See Notes to Financial Statements

PHOENIX-ENGEMANN NIFTY FIFTY SERIES

INVESTOR PROFILE
The Fund seeks long-term growth of capital.

INVESTMENT ADVISER'S REPORT
Unquestionably, 2001 was one of the most challenging years for equity
investors in at least a generation. While the broader S&P 500 Index(2) posted
its second consecutive decline of 11.87%, growth stock investors fared even
worse, as represented by the Russell 1000 Growth Index(1), which was down more
than 20%.(1) The economy officially entered into a recession during the spring,
and by summer corporate profits swooned. S&P 500 operating profits were down an
unprecedented 32-34% for both the second and third quarters. Today, many growth
stocks are economically sensitive, especially technology, media and retail
companies.

Our portfolio's emphasis on these sectors hurt our performance for the
first nine months of 2001 but helped dramatically in the fourth quarter. We
continue to believe that these areas represent great opportunities for long-term
growth. For the 12 months ended December 31, 2001, the portfolio returned
- -35.30%. Because the market descent in 2001 was very broad, nearly all industry
groups experienced declines. Information technology, the largest group in the
portfolio, experienced the greatest loss, and was the source of our poorest
relative showing. However, this group also represented our best performing
sector in the market's rally during the fourth quarter. On the flip side,
positive performance in 2001 was turned in by many of our retail holdings.

OUTLOOK
Looking ahead, we believe we will see an economic recovery in the second
half of 2002. It is our feeling that there is already a lot of fuel in place to
ignite a solid rebound. In 2001, we had 11 interest rate cuts by the Federal
Reserve, which brought real rates (after inflation) to zero or less. Lower
interest rates have already resulted in a major mortgage-refinancing boom that
has put an estimated $85 billion into consumers' pockets. And, lastly, both
before and after September 11th, the Federal government has taken several steps
to stimulate the economy.

The portfolio today is well represented in those areas that are poised to
see the sharpest recovery. We have an overweighted position in technology,
specifically semiconductors. Semiconductors can now be found in many diverse
segments of the economy, and the sector should be a leading beneficiary of a
rebound, in our view. We also have significant positions in media companies. We
expect a recovery in overall advertising spending later this year, and our
portfolio holds many of what we believe are the leading media properties that
should be among the first to see increased spending by advertisers.

PHOENIX-ENGEMANN NIFTY FIFTY SERIES

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Russell 1000
Nifty Fifty Series Growth Stock Index(1) S&P 500 Index(2)
3/2/98 $10,000.00 $10,000.00 $10,000.00
12/31/98 12,625.90 12,595.50 11,895.30
12/31/99 16,685.20 16,772.00 14,409.40
12/29/00 13,663.70 13,011.10 13,085.60
12/31/01 8,839.98 10,353.80 11,531.70

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01
FROM
INCEPTION
3/2/98 TO
1 YEAR 12/31/01
- ----------------------------------------------------------------------------
Nifty Fifty Series (35.30)% (3.16)%
- ----------------------------------------------------------------------------
Russell 1000 Growth Stock Index(1) (20.42)% 0.91%
- ----------------------------------------------------------------------------
S&P 500 Index(2) (11.87)% 3.79%
- ----------------------------------------------------------------------------

(1) The Russell 1000 Growth Stock Index is an unmanaged measure of large-cap
growth-oriented stock total return performance.

(2) The S&P 500 Index is an unmanaged, commonly used measure of stock market
total return performance and is provided for general comparative purposes.

The indices are not available for direct investment.

PHOENIX-ENGEMANN NIFTY FIFTY SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
--------- -----------
COMMON STOCKS--87.9%
BROADCASTING (TELEVISION, RADIO & CABLE)--2.1%
Univision Communications, Inc. Class A (b) ......... 23,450 $ 948,787
-----------
COMMUNICATIONS EQUIPMENT--0.5%
CIENA Corp. (b) .................................... 15,200 217,512
-----------
COMPUTERS (HARDWARE)--2.5%
Brocade Communications Systems, Inc. (b) ........... 10,700 354,384
Sun Microsystems, Inc. (b) ......................... 64,400 792,120
-----------
1,146,504
-----------
COMPUTERS (NETWORKING)--4.4%
Cisco Systems, Inc. (b) ............................ 106,670 1,931,794
McDATA Corp. Class A (b) ........................... 3,464 84,868
-----------
2,016,662
-----------
COMPUTERS (PERIPHERALS)--2.0%
EMC Corp. (b) ...................................... 68,380 919,027
-----------
COMPUTERS (SOFTWARE & SERVICES)--8.9%
BEA Systems, Inc. (b) .............................. 40,980 631,092
i2 Technologies, Inc. (b) .......................... 34,900 275,710
Oracle Corp. (b) ................................... 90,870 1,254,915
Siebel Systems, Inc. (b) ........................... 10,350 289,593
VeriSign, Inc. (b) ................................. 16,700 635,268
VERITAS Software Corp. (b) ......................... 22,970 1,029,745
-----------
.................................................... 4,116,323
-----------
ELECTRICAL EQUIPMENT--2.2%
General Electric Co. ............................... 25,600 1,026,048
-----------
ELECTRONICS (SEMICONDUCTORS)--9.5%
Analog Devices, Inc. (b) ........................... 15,600 692,484
Intel Corp. ........................................ 30 943
Maxim Integrated Products, Inc. (b) ................ 17,070 896,346
Texas Instruments, Inc. ............................ 56,370 1,578,360
Xilinx, Inc. (b) ................................... 31,370 1,224,999
-----------
4,393,132
-----------
ENTERTAINMENT--7.2%
AOL Time Warner, Inc. (b) .......................... 47,440 1,522,824
Viacom, Inc. Class B (b) ........................... 40,750 1,799,112
-----------
3,321,936
-----------
EQUIPMENT (SEMICONDUCTORS)--1.9%
Applied Materials, Inc. (b) ........................ 21,600 866,160
-----------
FINANCIAL (DIVERSIFIED)--10.2%
American Express Co. ............................... 44,710 1,595,700
Citigroup, Inc. .................................... 42,766 2,158,828
Freddie Mac ........................................ 14,500 948,300
-----------
4,702,828
-----------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--11.9%
Genentech, Inc. (b) ................................ 12,030 652,627
Lilly (Eli) & Co. .................................. 5,500 431,970
Merck & Co., Inc. .................................. 19,590 1,151,892
Pfizer, Inc. ....................................... 56,832 2,264,755
Pharmacia Corp. .................................... 23,130 986,495
-----------
5,487,739
-----------

SHARES VALUE
--------- -----------
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--5.6%
Medtronic, Inc. (b) ................................ 49,970 $ 2,558,964
INVESTMENT MANAGEMENT--1.2%
Stilwell Financial, Inc. ........................... 20,620 561,276
-----------
MANUFACTURING (DIVERSIFIED)--4.8%
Tyco International Ltd. ............................ 37,454 2,206,041
-----------
OIL & GAS (EXPLORATION & PRODUCTION)--3.4%
Anadarko Petroleum Corp. ........................... 14,100 801,585
Burlington Resources, Inc. ......................... 20,000 750,800
-----------
1,552,385
-----------
RETAIL (BUILDING SUPPLIES)--3.4%
Home Depot, Inc. (The) ............................. 20,910 1,066,619
Lowe's Cos., Inc. .................................. 10,800 501,228
-----------
1,567,847
-----------
RETAIL (DRUG STORES)--1.1%
Walgreen Co. ....................................... 14,700 494,802
-----------
RETAIL (GENERAL MERCHANDISE)--5.1%
Costco Wholesale Corp. (b) ......................... 27,900 1,238,202
Wal-Mart Stores, Inc. .............................. 19,550 1,125,102
-----------
2,363,304
-----------
TOTAL COMMON STOCKS
(Identified cost $48,435,683) ............................... 40,467,277
-----------
FOREIGN COMMON STOCKS--3.8%
COMMUNICATIONS EQUIPMENT--1.8%
Nokia Oyj ADR (Finland) ............................ 33,700 826,661
-----------
COMPUTERS (SOFTWARE & SERVICES)--0.9%
Check Point Software Technologies Ltd. (Israel) (b) .. 10,900 434,801
-----------
ELECTRICAL EQUIPMENT--1.1%
Flextronics International Ltd. (Singapore) (b) ..... 21,150 507,389
-----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $2,182,022) ................................ 1,768,851
-----------
TOTAL LONG-TERM INVESTMENTS--91.7%
(Identified cost $50,617,705) ............................... 42,236,128
-----------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000)
----------- -----
SHORT-TERM OBLIGATIONS--7.9%
COMMERCIAL PAPER--7.9%
Govco, Inc. 1.75%, 1/2/02 ............... A-1+ $ 725 724,965
Verizon Network Funding Corp. 2%, 1/2/02 A-1+ 1,060 1,059,941
Goldman Sachs Group, Inc. 1.75%, 1/4/02 . A-1+ 1,850 1,849,730
-----------
3,634,636
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $3,634,636) ................................ 3,634,636
-----------
TOTAL INVESTMENTS--99.6%
(Identified cost $54,252,341) ............................... 45,870,764(a)
Other assets and liabilities, net--0.4% ..................... 191,903
-----------
NET ASSETS--100.0% ............................................ $46,062,667
===========

(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $3,904,241 and gross
depreciation of $12,441,205 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$54,407,728.

(b) Non-income producing.

See Notes to Financial Statements

PHOENIX-ENGEMANN NIFTY FIFTY SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $54,252,341) ................... $ 45,870,764
Cash ........................................................................... 3,230
Receivables
Investment securities sold ................................................... 245,432
Fund shares sold ............................................................. 58,259
Dividends .................................................................... 16,051
Prepaid expenses ............................................................... 486
------------
Total assets ............................................................... 46,194,222
------------
LIABILITIES
Payables
Fund shares repurchased ...................................................... 21,763
Printing fee ................................................................. 41,858
Investment advisory fee ...................................................... 31,098
Professional fee ............................................................. 24,536
Financial agent fee .......................................................... 6,043
Trustees' fee ................................................................ 3,262
Accrued expenses ............................................................... 2,995
------------
Total liabilities .......................................................... 131,555
------------
NET ASSETS ..................................................................... $ 46,062,667
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ............................. $ 74,168,166
Accumulated net realized loss ................................................ (19,723,922)
Net unrealized depreciation .................................................. (8,381,577)
------------
NET ASSETS ..................................................................... $ 46,062,667
============
Shares of beneficial interest outstanding,
$1 par value, unlimited authorization ........................................ 5,212,657
============
Net asset value and offering price per share ................................... $8.84
=====

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Dividends .................................................................... $ 194,573
Interest ..................................................................... 134,278
Foreign taxes withheld ....................................................... (88)
------------
Total investment income .................................................... 328,763
------------
EXPENSES
Investment advisory fee ...................................................... 485,605
Financial agent fee .......................................................... 79,832
Printing ..................................................................... 45,827
Professional ................................................................. 26,809
Custodian .................................................................... 14,640
Trustees ..................................................................... 8,437
Miscellaneous ................................................................ 8,086
------------
Total expenses ............................................................. 669,236
Less expenses borne by investment adviser .................................. (102,442)
Custodian fees paid indirectly ............................................. (266)
------------
Net expenses ............................................................... 566,528
------------
NET INVESTMENT LOSS ............................................................ (237,765)
------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .............................................. (13,506,682)
Net change in unrealized appreciation (depreciation) on investments .......... (12,898,912)
------------
NET LOSS ON INVESTMENTS ........................................................ (26,405,594)
------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ........................... $(26,643,359)
============

See Notes to Financial Statements

PHOENIX-ENGEMANN NIFTY FIFTY SERIES

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
12/31/01 12/31/00
------------ ------------

FROM OPERATIONS
Net investment income (loss) .................................................... $ (237,765) $ (275,936)
Net realized gain (loss) ........................................................ (13,506,682) (5,141,828)
Net change in unrealized appreciation (depreciation) ............................ (12,898,912) (10,800,484)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ..................... (26,643,359) (16,218,248)
------------ ------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (1,358,894 and 2,731,022 shares, respectively) .... 13,961,373 45,240,716
Cost of shares repurchased (1,548,946 and 1,256,726 shares, respectively) ....... (15,047,193) (20,750,923)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ....................... (1,085,820) 24,489,793
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS ........................................... (27,729,179) 8,271,545
NET ASSETS
Beginning of period ............................................................... 73,791,846 65,520,301
------------ ------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME (LOSS) OF $0 AND $0,
RESPECTIVELY) ................................................................. $ 46,062,667 $ 73,791,846
============ ============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

YEAR ENDED FROM
DECEMBER 31, INCEPTION
----------------------------------------------- 3/2/98 TO
2001 2000 1999 12/31/98
------ ------ ------ --------

Net asset value, beginning of period .... $13.66 $16.68 $12.62 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .......... (0.04)(4) (0.06)(4) -- 0.01(4)
Net realized and unrealized gain (loss) (4.78) (2.96) 4.06 2.62
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS .... (4.82) (3.02) 4.06 2.63
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income .. -- -- -- (0.01)
------ ------ ------ ------
TOTAL DISTRIBUTIONS ................. -- -- -- (0.01)
------ ------ ------ ------
CHANGE IN NET ASSET VALUE ............... (4.82) (3.02) 4.06 2.62
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD .......... $ 8.84 $13.66 $16.68 $12.62
====== ====== ====== ======
Total return ............................ (35.30)% (18.11)% 32.15% 26.26%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ... $46,063 $73,792 $65,520 $13,153
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3) ................. 1.05%(5) 1.05% 1.05% 1.05%(1)
Net investment income (loss) .......... (0.44)% (0.34)% (0.12)% 0.07%(1)
Portfolio turnover rate ................. 57% 86% 40% 90%(2)

<FN>
(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 1.24%,
1.19%, 1.43% and 2.58% for the periods ended December 31, 2001, 2000, 1999
and 1998, respectively.
(4) Computed using average shares outstanding.
(5) 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.
</FN>

See Notes to Financial Statements

PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH SERIES

INVESTOR PROFILE
The Fund is appropriate for investors seeking long-term growth of capital.
Investors should note that the Fund may invest in small-company stocks, which
involves added risks, such as greater price volatility, less liquidity and
increased competitive threat.

INVESTMENT ADVISER'S REPORT
We entered 2001 with the expectation that U.S. economic growth would slow
somewhat, but remained positive that the Federal Reserve could successfully
navigate a soft landing. What actually occurred, as we now know, was a
full-fledged recession in which corporate profits plummeted. Earnings estimates
for most companies were much too high to start the year and were lowered
throughout the year. Stock prices followed declining earnings. By the end of
2001, most of the major stock indices were down, including the Russell 2000
Growth Stock Index(1), which is an index of small-capitalization growth
companies.

Phoenix-Engemann Small & Mid-Cap Growth Series unfortunately participated
in the market decline. The Fund was down 26.72% for the full year. This compares
to the Russell 2000 Growth Stock Index, which declined 9.23%. Given our mild
economic outlook at the beginning of the year, we held more economically
sensitive stocks then we otherwise would have, which hurt the yearly
performance.

Many of the technology names that helped us over the previous few years
gave back much of their gains in 2001. BEA Systems and Applied Micro Circuits
were two of the larger technology companies in the portfolio that hurt our
performance for this year. Although we are very excited about the long-term
prospects of these two companies, the poor economic environment was paramount in
the stock price performance.

In addition, several of our biotech holdings experienced product approval
delays as the FDA implemented stricter standards for approval, including Aviron
whose lead product Flumist is an intranasal flu vaccine, and Inhale
Therapeutics, which is in the final phase of clinical testing for an inhaled
form of insulin. We continue to believe that these products will ultimately be
approved and reach the market. The uncertainty surrounding the delays, however,
had a negative impact on the share prices of these companies.

Although corporate buyers scaled back their capital spending in 2001, the
American consumer remained active. As such, several of our retail holdings
performed well, including Whole Food Markets and Cheesecake Factory.

OUTLOOK
Looking ahead, we believe we will see an economic recovery in the second
half of 2002. It is our feeling that there is already a lot of fuel in place to
ignite a solid rebound. While 2001 had an almost unprecedented number of
problems, it also had an almost unprecedented number of stimuli to enhance the
economy. We had 11 interest rate cuts from the Federal Reserve that brought real
rates--after inflation--to zero or less. The Fed pumped extra money into the
economy even faster than it did in late 1999 during the Y2K financial liquidity
scare. We also had tax rebates last year and tax cuts that will take effect this
year that could bolster consumer spending. We had a record number of home
refinancings, which put as much as $85 billion into the pockets of consumers,
according to some estimates. And finally, we enjoyed far lower energy costs.

The stock market typically anticipates economic events by nine to 12
months. It did so in 2000, anticipating early in the year the downturn that took
place in the fourth quarter and especially in 2001. We believe we are seeing the
other side of that equation today. We expect that the market has begun to
discount a recovery and therefore will continue its upward trend for several
months. The road may be quite bumpy near term as investors balance current
weakness with a rosier long-term outlook.

We believe we've seen the worst of the declines and that it won't be long
before the market begins to focus on the future again instead of the current
recession. The one thing we know for sure about recessions is that they always
end.

Phoenix Engemann Small & Mid-Cap Growth Series is positioned for an
economic recovery. Many of the companies in the portfolio currently have
cyclically depressed earnings, which would reverse and grow in a recovery. As
such, we expect the portfolio to perform well in such an environment.

PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH SERIES

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Small & Mid-Cap Russell 2000
Growth Series Growth Stock Index(1) S&P 500 Index(2)
8/15/00 $10,000.00 $10,000.00 $10,000.00
12/29/00 8,482.21 8,299.45 8,930.35
12/31/01 6,216.06 7,533.56 7,869.88

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01
FROM
INCEPTION
8/15/00 TO
1 YEAR 12/31/01
- ------------------------------------------------------------------------------
Small & Mid-Cap Growth Series (26.72)% (29.18)%
- ------------------------------------------------------------------------------
Russell 2000 Growth Stock Index(1) (9.23)% (18.58)%
- ------------------------------------------------------------------------------
S&P 500 Index(2) (11.87)% (15.96)%
- ------------------------------------------------------------------------------

This chart assumes an initial gross investment of $10,000 made on 8/15/00
(inception of the Fund). Returns shown include the reinvestment of all
distributions at net asset value, and the change in share price for the stated
period. Returns indicate past performance, which is not predictive of future
performance. Investment return and net asset value will fluctuate so that your
shares, when redeemed, may be worth more or less than the original cost. Foreign
investing involves special risks such as currency fluctuation and less public
disclosure, as well as economic and political risks.

1 The Russell 2000 Growth Stock Index is unmanaged and measures small-cap
growth-oriented stock total-return performance.

2 The S&P 500 Index is an unmanaged, commonly used measure of stock market total
return performance and is provided for general comparative purposes. The
indices are not available for direct investment.

PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
--------- -----------
COMMON STOCKS--91.9%
AEROSPACE/DEFENSE--0.9%
Alliant Techsystems, Inc. (b) ...................... 900 $ 69,480
United Defense Industries, Inc. (b) ................ 2,510 52,836
-----------
122,316
-----------
AIR FREIGHT--1.0%
Expeditors International of Washington, Inc. ....... 2,285 130,131
-----------
BANKS (REGIONAL)--0.7%
Investors Financial Services Corp. ................. 1,375 91,039
-----------
BIOTECHNOLOGY--7.7%
Aviron (b) ......................................... 5,965 296,639
COR Therapeutics, Inc. (b) ......................... 2,120 50,732
CV Therapeutics, Inc. (b) .......................... 400 20,808
Enzon, Inc. (b) .................................... 5 281
IDEC Pharmaceuticals Corp. (b) ..................... 6,185 426,332
InterMune, Inc. (b) ................................ 550 27,093
Myriad Genetics, Inc. (b) .......................... 1,145 60,273
NPS Pharmaceuticals, Inc. (b) ...................... 3,445 131,944
Vertex Pharmaceuticals, Inc. (b) ................... 885 21,762
-----------
1,035,864
-----------
BUILDING MATERIALS--1.0%
Dal-Tile International, Inc. (b) ................... 5,940 138,105
-----------
COMPUTERS (NETWORKING)--0.4%
McDATA Corp. Class B (b) ........................... 2,140 53,735
-----------
COMPUTERS (PERIPHERALS)--3.9%
Finisar Corp. (b) .................................. 4,600 46,782
NY-FIX, Inc. (b) ................................... 22,970 459,859
Procom Technology, Inc. (b) ........................ 5,200 16,640
-----------
523,281
-----------
COMPUTERS (SOFTWARE & SERVICES)--7.6%
BEA Systems, Inc. (b) .............................. 14,060 216,524
i2 Technologies, Inc. (b) .......................... 17,100 135,090
Interwoven, Inc. (b) ............................... 11,690 113,860
Nassda Corp. (b) ................................... 1,420 31,936
NetIQ Corp. (b) .................................... 4,910 173,127
OPNET Technologies, Inc. (b) ....................... 6,180 89,054
Peregrine Systems, Inc. (b) ........................ 17,560 260,415
-----------
1,020,006
-----------
ELECTRIC COMPANIES--1.2%
Aquila, Inc. (b) ................................... 2,700 46,170
NewPower Holdings, Inc. (b) ........................ 15,675 11,599
UtiliCorp United, Inc. ............................. 4,275 107,602
-----------
165,371

ELECTRICAL EQUIPMENT--0.9%
Black Box Corp. (b) ................................ 700 37,016
Pemstar, Inc. (b) .................................. 3,355 40,260
Plexus Corp. (b) ................................... 1,600 42,496
-----------
119,772
-----------
ELECTRONICS (SEMICONDUCTORS)--6.5%
Applied Micro Circuits Corp. (b) ................... 15,680 177,497
Elantec Semiconductor, Inc. (b) .................... 2,545 97,728
Integrated Circuit Systems, Inc. (b) ............... 3,900 88,101
Micrel, Inc. (b) ................................... 9,455 248,005
MIPS Technologies, Inc. Class A (b) ................ 6,115 52,834
QuickLogic Corp. (b) ............................... 9,650 48,250

SHARES VALUE
--------- -----------
ELECTRONICS (SEMICONDUCTORS)--CONTINUED
Silicon Storage Technology, Inc. (b) ............... 7,140 $ 68,830
TriQuint Semiconductor, Inc. (b) ................... 7,100 87,046
-----------
868,291
-----------
ENGINEERING & CONSTRUCTION--0.3%
SBA Communications Corp. (b) ....................... 3,410 44,398
-----------
EQUIPMENT (SEMICONDUCTORS)--5.0%
Axcelis Technologies, Inc. (b) ..................... 11,400 146,946
Cymer, Inc. (b) .................................... 7,080 189,248
Photronics, Inc. (b) ............................... 2,000 62,700
Rudolph Technologies, Inc. (b) ..................... 7,925 271,986
-----------
670,880
-----------
FINANCIAL (DIVERSIFIED)--2.9%
Federal Agricultural Mortgage Corp. Class C (b) .... 9,735 394,268
-----------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--4.3%
ImmunoGen, Inc. (b) ................................ 5,100 84,558
Inhale Therapeutic Systems, Inc. (b) ............... 12,670 235,028
Ista Pharmaceuticals, Inc. (b) ..................... 2,085 14,011
Medicines Co. (The) (b) ............................ 7,410 85,882
PRAECIS Pharmaceuticals, Inc. (b) .................. 7,110 41,380
Tanox, Inc. (b) .................................... 6,200 114,716
-----------
575,575
-----------
HEALTH CARE (GENERIC AND OTHER)--0.1%
American Pharmaceutical Partners, Inc. (b) ......... 750 15,600
-----------
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--2.0%
AeroGen, Inc. (b) .................................. 4,520 15,820
Affymetrix, Inc. (b) ............................... 4,130 155,907
ArthroCare Corp. (b) ............................... 2,115 37,922
Edwards Lifesciences Corp. (b) ..................... 1,400 38,682
STAAR Surgical Co. (b) ............................. 5,850 22,523
-----------
270,854
-----------
HEALTH CARE (SPECIALIZED SERVICES)--3.3%
Apria Healthcare Group, Inc. (b) ................... 2,250 56,227
Arena Pharmaceuticals, Inc. (b) .................... 2,655 31,940
CuraGen Corp. (b) .................................. 2,905 64,985
Omnicare, Inc. ..................................... 9,125 227,030
Unilab Corp. (b) ................................... 2,450 61,495
-----------
441,677
-----------
INVESTMENT MANAGEMENT--6.8%
Gabelli Asset Management, Inc. Class A (b) ......... 9,375 405,000
Stewart (W.P.) & Co. Ltd ........................... 6,930 181,566
Stilwell Financial, Inc. ........................... 12,170 331,267
-----------
917,833
-----------
LEISURE TIME (PRODUCTS)--0.3%
Meade Instruments Corp. (b) ........................ 9,690 34,690
-----------
MACHINERY (DIVERSIFIED)--0.2%
Mykrolis Corp. (b) ................................. 2,000 32,000
-----------
OIL & GAS (DRILLING & EQUIPMENT)--0.6%
Grey Wolf, Inc. (b) ................................ 29,370 87,229
-----------
OIL & GAS (EXPLORATION & PRODUCTION)--3.6%
ATP Oil & Gas Corp. (b) ............................ 14,150 42,167
Chesapeake Energy Corp. (b) ........................ 2,800 18,508
Energy Exploration Technologies, Inc. (b) .......... 6,225 6,287
Evergreen Resources, Inc. (b) ...................... 3,700 142,857

See Notes to Financial Statements

PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH SERIES

SHARES VALUE
--------- -----------
OIL & GAS (EXPLORATION & PRODUCTION)--CONTINUED
Forest Oil Corp. (b) ............................... 3,485 $ 98,312
Houston Exploration Co. (The) (b) .................. 5,090 170,922
-----------
479,053
-----------
RESTAURANTS--5.1%
AFC Enterprises, Inc. (b) .......................... 2,520 71,543
Buca, Inc. (b) ..................................... 9,300 150,753
California Pizza Kitchen, Inc. (b) ................. 4,630 114,592
Cheesecake Factory, Inc. (The) (b) ................. 10,087 350,725
-----------
687,613
-----------
RETAIL (BUILDING SUPPLIES)--1.0%
Fastenal Co. ....................................... 2,010 133,524
-----------
RETAIL (COMPUTERS & ELECTRONICS)--0.6%
Good Guys, Inc. (b) ................................ 21,290 84,734
-----------
RETAIL (DISCOUNTERS)--1.1%
Factory 2-U Stores, Inc. (b) ....................... 7,300 146,292
-----------
RETAIL (DRUG STORES)--0.7%
Duane Reade, Inc. (b) .............................. 3,310 100,459
-----------
RETAIL (FOOD CHAINS)--4.6%
Smart & Final, Inc. (b) ............................ 9,760 101,894
Whole Foods Market, Inc. (b) ....................... 11,760 512,266
-----------
614,160
-----------
RETAIL (SPECIALTY)--2.8%
Cost Plus, Inc. (b) ................................ 14,200 376,300
-----------
RETAIL (SPECIALTY-APPAREL)--3.9%
AnnTaylor Stores Corp. (b) ......................... 4,700 164,500
Charlotte Russe Holding, Inc. (b) .................. 6,400 119,104
Children's Place Retail Stores, Inc. (The) (b) ..... 9,015 244,757
-----------
528,361
-----------
SERVICES (ADVERTISING/MARKETING)--5.0%
Advisory Board Co. (The) (b) ....................... 1,670 46,259
Metris Cos., Inc. .................................. 24,160 621,154
-----------
667,413
-----------
SERVICES (COMMERCIAL & CONSUMER)--5.3%
APAC Customer Services, Inc. (b) ................... 1,600 4,160
Corporate Executive Board Co. (The) (b) ............ 9,510 349,017
Edison Schools, Inc. (b) ........................... 6,055 118,981
Exult, Inc. (b) .................................... 5,060 81,213
NCO Group, Inc. (b) ................................ 3,410 78,089
SITEL Corp. (b) .................................... 1,200 2,880
Weight Watchers International, Inc. (b) ............ 2,490 84,212
-----------
718,552
-----------
SERVICES (FACILITIES & ENVIRONMENTAL)--0.6%
Tetra Tech, Inc. (b) ............................... 4,263 84,866
-----------
TOTAL COMMON STOCKS
(Identified cost $13,639,968) ............................... 12,374,242
-----------

SHARES VALUE
--------- -----------
FOREIGN COMMON STOCKS--4.0%
COMMUNICATIONS EQUIPMENT--0.6%
Research In Motion Ltd. (Canada) (b) ............... 3,110 $ 73,769
-----------
COMPUTERS (SOFTWARE & SERVICES)--2.0%
Precise Software Solutions Ltd. (Israel) (b) ....... 9,995 206,497
Verisity Ltd. (Israel) (b) ......................... 3,600 68,220
-----------
274,717
-----------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--0.4%
Taro Pharmaceutical Industries Ltd. (Israel) (b) ... 1,200 47,940
-----------
INSURANCE (LIFE/HEALTH)--0.6%
London Pacific Group Ltd. ADR (United Kingdom) ..... 21,950 86,922
-----------
OIL & GAS (DRILLING & EQUIPMENT)--0.4%
Precision Drilling Corp. (Canada) (b) .............. 2,315 59,773
-----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $680,980) .................................. 543,121
-----------
TOTAL LONG-TERM INVESTMENTS--95.9%
(Identified cost $14,320,948) ............................... 12,917,363
-----------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000)
----------- -----
SHORT-TERM OBLIGATIONS--5.6%
COMMERCIAL PAPER--3.5%
Govco, Inc. 1.75%, 1/2/02 ........ A-1+ $475 474,977
FEDERAL AGENCY SECURITIES--2.1%
Fannnie Mae 1.90%, 1/10/02 ....... AAA 280 279,867
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $754,844) .................................. 754,844
-----------
TOTAL INVESTMENTS--101.5%
(Identified cost $15,075,792) ............................... 13,672,207(a)
Other assets and liabilities, net--(1.5)% ................... (207,674)

NET ASSETS--100.0% ............................................ $13,464,533
===========

(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $1,604,509 and gross
depreciation of $3,114,665 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$15,182,363.

(b) Non-income producing.

See Notes to Financial Statements

PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $15,075,792) ................... $13,672,207
Cash ........................................................................... 1,359
Receivables
Fund shares sold ............................................................. 32,323
Investments securities sold .................................................. 23,348
Receivable from adviser ...................................................... 802
Dividends .................................................................... 31
Prepaid expenses ............................................................... 100
-----------
Total assets ............................................................... 13,730,170
-----------
LIABILITIES
Payables
Fund shares repurchased ...................................................... 182,205
Investment securities purchased .............................................. 35,036
Professional fee ............................................................. 25,059
Financial agent fee .......................................................... 3,782
Trustees' fee ................................................................ 3,262
Accrued expenses ............................................................... 16,293
-----------
Total liabilities .......................................................... 265,637
-----------
NET ASSETS ..................................................................... $13,464,533
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ............................. $17,438,611
Accumulated net realized loss ................................................ (2,570,493)
Net unrealized depreciation .................................................. (1,403,585)
-----------
NET ASSETS ..................................................................... $13,464,533
===========
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization ..................................................... 2,167,002
===========
Net asset value and offering price per share ................................... $6.21
=====

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME

Interest ..................................................................... $ 46,510
Dividends .................................................................... 15,133
-----------
Total investment income .................................................... 61,643
-----------
EXPENSES
Investment advisory fee ...................................................... 93,039
Financial agent fee .......................................................... 44,647
Professional ................................................................. 24,887
Custodian .................................................................... 24,767
Printing ..................................................................... 17,472
Trustees ..................................................................... 8,438
Miscellaneous ................................................................ 7,007
-----------
Total expenses ............................................................. 220,257
Less expenses borne by investment adviser .................................. (101,103)
Custodian fees paid indirectly ............................................. (284)
-----------
Net expenses ............................................................... 118,870
-----------
NET INVESTMENT LOSS ............................................................ (57,227)
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Net realized loss on securities .............................................. (2,105,477)
Net change in unrealized appreciation (depreciation)
on investments ............................................................. (577,313)
-----------
NET LOSS ON INVESTMENTS ........................................................ (2,682,790)
-----------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ........................... $(2,740,017)
===========

See Notes to Financial Statements

PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH SERIES

STATEMENT OF CHANGES IN NET ASSETS

FROM INCEPTION
YEAR ENDED 8/15/00 TO
12/31/01 12/31/00
----------- --------------

FROM OPERATIONS
Net investment income (loss) ................................................. $ (57,227) $ 4,891
Net realized gain (loss) ..................................................... (2,105,477) (465,016)
Net change in unrealized appreciation (depreciation) ......................... (577,313) (826,272)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .................. (2,740,017) (1,286,397)
----------- -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ........................................................ (5,041) --
----------- -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS .................... (5,041) --
----------- -----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (2,084,130 and
898,971 shares, respectively) .............................................. 13,577,158 8,920,684
Net asset value of shares issued from reinvestment of
distributions (708 and 0 shares, respectively) ............................. 5,041 --
Cost of shares repurchased (774,877 and 41,930 shares, respectively) ......... (4,642,204) (364,691)
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ................ 8,939,995 8,555,993
----------- -----------
INCREASE (DECREASE) IN NET ASSETS ............................................ 6,194,937 7,269,596
NET ASSETS
Beginning of period .......................................................... 7,269,596 --
----------- -----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT
INCOME (LOSS) OF $0 AND $4,891, RESPECTIVELY) .............................. $13,464,533 $ 7,269,596
=========== ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

FROM INCEPTION
YEAR ENDED 8/15/00 TO
12/31/01 12/31/00
----------- --------------

Net asset value, beginning of period ........................................... $ 8.48 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ................................................. (0.04)(6) 0.01
Net realized and unrealized gain (loss) ...................................... (2.23) (1.53)
------ ------
TOTAL FROM INVESTMENT OPERATIONS ........................................... (2.27) (1.52)
------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ......................................... --(4) --
------ ------
TOTAL DISTRIBUTIONS ........................................................ -- --
------ ------
CHANGE IN NET ASSET VALUE ...................................................... (2.27) (1.52)
------ ------
NET ASSET VALUE, END OF PERIOD ................................................. $ 6.21 $ 8.48
====== ======
Total return ................................................................... (26.72)% (15.18)%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) .......................................... $13,465 $7,270
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (3) ....................................................... 1.15%(5) 1.15%(1)
Net investment income (loss) ................................................. (0.55)% 0.21%(1)
Portfolio turnover rate ........................................................ 31% 21%(2)

<FN>
(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 2.13% and
3.93% for the periods ended December 31, 2001 and 2000, respectively.
(4) Amount is less than $0.01.
(5) 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.
(6) Computed using average shares outstanding.
</FN>

See Notes to Financial Statements

PHOENIX-FEDERATED U.S. GOVERNMENT BOND SERIES

INVESTOR PROFILE
The Fund is appropriate for investors seeking investments in debt
obligations of the U.S. government, its agencies and instrumentalities,
including mortgage-backed securities.

INVESTMENT ADVISER'S REPORT
The government market benefited from an economic recession and continued
weakness in the equity market, and the front end of the yield curve outperformed
during 2001. The Federal Reserve (the "Fed") lowered rates aggressively
throughout the year and the Fed Funds target rate ended the year at a 40-year
low of 1.75% versus 6.5% at the end of 2000. As a result, shorter-term yields
fell more than longer-term yields and the 2- to 30-year Treasury yield spread
widened significantly to 276 basis points by the end of October versus 36 basis
points at the end of 2000. The 2- to 30-year spread narrowed to 220 basis points
due to the Treasury department announcing the elimination of the 30-year bond
auction at the end of October, but ended the year at 244 basis points. Yields of
2-year and 30-year Treasury securities fell to 2.30% and 4.79%, respectively, in
early November versus 5.09% and 5.46% at the end of 2000, but ended the year at
3.02% and 5.47% as economic data stabilized and pointed toward a recovery in
2002. Year end yield levels at the longer end of the curve were relatively
unchanged from year end 2000.

Over half of the fund was invested in agency securities, which benefited
the fund as they outperformed Treasury securities during the reporting period.
New risk management initiatives proposed by the government agencies in October
2000 helped reduce some of the political uncertainty generated earlier that
year. The fund's average duration ended the year at 7.7 years and the fund's
total return for the year ending December 31, 2001 was 5.01% versus 4.21% for
the Merrill Lynch 10+ Year Treasury Index(1) and 7.23% for the Lehman Government
Index(3).

OUTLOOK
The coupon curve is expected to flatten in 2002 both on a fundamental and
technical basis. Fundamentally, the Fed easing cycle will be ending and
inflation should remain subdued. Technically, Treasury issuance at the front end
of the yield curve has increased substantially with the Treasury's elimination
of the 30-year bond auction and a declining federal budget surplus. While
economic growth probably bottomed in the fourth quarter of 2001, it is expected
to remain weak through mid-2002.

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Merrill Lynch 10+ Lehman Brothers
U.S. Government Bond Series Treasury Index(1) Aggregate Bond Index(2)

12/15/99 $10,000.00 $10,000.00 $10,000.00
12/31/99 9,852.98 10,000.00 9,952.50
12/29/00 11,700.20 12,019.30 11,109.60
12/31/01 12,286.80 12,525.30 12,047.60

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01
FROM
INCEPTION
12/15/99 TO
1 YEAR 12/31/01
- ------------------------------------------------------------------------
U.S. Government Bond Series 5.01% 10.59%
- ------------------------------------------------------------------------
Merrill Lynch 10+ Treasury Index(1) 4.21% 11.90%
- ------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index(2) 8.44% 9.53%
- ------------------------------------------------------------------------

1 The Merrill Lynch 10+ Year Treasury Index is an unmanaged index that includes
U.S. Treasury securities with maturities of greater than 10 years.

2 The Lehman Brothers Aggregate Bond Index is an unmanaged, commonly used
measure of bond market total return performance and is provided for general
comparative purposes.

3 The Lehman Government Index is unmanaged and composed of U.S. Treasury and
government agency bonds and is provided for general comparative purposes.

The indices are not available for direct investment.

PHOENIX-FEDERATED U.S. GOVERNMENT BOND SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
---------- ------ -----------
U.S. GOVERNMENT SECURITIES--22.6%
U.S. TREASURY BONDS--22.6%
U.S. Treasury Bonds 11.25%, 2/15/15 ........ AAA $ 450 $ 688,799
U.S. Treasury Bonds 9.25%, 2/15/16 ......... AAA 400 540,875
U.S. Treasury Bonds 7.25%, 5/15/16 ......... AAA 500 578,067
U.S. Treasury Bonds 8.75%, 5/15/17 ......... AAA 400 525,422
U.S. Treasury Bonds 9.125%, 5/15/18 ........ AAA 400 545,234
U.S. Treasury Bonds 8.875%, 2/15/19 ........ AAA 400 536,625
-----------
TOTAL U.S. GOVERNMENT SECURITIES
(Identified cost $3,179,539) ............................... 3,415,022
-----------
AGENCY MORTGAGE-BACKED SECURITIES--30.6%
Freddie Mac 6.75%, 9/15/29 ................. AAA 2,550 2,708,284
GNMA 7%, 7/15/31 ........................... AAA 934 955,328
GNMA 6.50%, 7/20/31 ........................ AAA 961 961,196
-----------
TOTAL AGENCY MORTGAGE-BACKED SECURITIES
(Identified cost $4,535,136) ............................... 4,624,808
-----------
AGENCY NON MORTGAGE-BACKED SECURITIES--38.2%
Fannie Mae 6.625%, 11/15/30 ................ AAA 1,200 1,255,439
Federal Farm Credit Bank 5%, 2/3/03 ........ AAA 1,300 1,336,457
Federal Home Loan Bank 7.125%, 2/15/30 ..... AAA 1,100 1,223,456
GNMA 6.50%, 8/20/31 ........................ AAA 975 975,092
Tennesse Valley Authority Series
Series A
5.625%, 1/18/11 .......................... AAA 1,000 985,034
-----------
TOTAL AGENCY NON MORTGAGE-BACKED SECURITIES
(Identified cost $5,697,212) ............................... 5,775,478
-----------
TOTAL LONG-TERM INVESTMENTS--91.4%
(Identified cost $13,411,887) .............................. 13,815,308
-----------
PAR
VALUE
(000) VALUE
------- -----------
SHORT-TERM OBLIGATIONS--7.5%
REPURCHASE AGREEMENTS--7.5%
Goldman, Sachs and Co. repurchase agreement
1.68% dated 12/31/01, due 1/2/02, repurchase
price $1,137,106, collateralized by U.S. Treasury
Bonds 0% to 14.25%, 1/3/02 to 4/15/32, market
value $1,160,081 1.68%, 1/2/02 .................. $ 1,137 $ 1,137,000
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $1,137,000) ............................... 1,137,000
-----------
TOTAL INVESTMENTS--98.9%
(Identified cost $14,548,887) .............................. 14,952,308(a)
Other assets and liabilities, net--1.1% .................... 160,633
-----------
NET ASSETS--100.0% ........................................... $15,112,941
===========

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $420,225 and gross
depreciation of $35,915 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$14,567,998.

See Notes to Financial Statements

PHOENIX-FEDERATED U.S. GOVERNMENT BOND SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $14,548,887) ................... $14,952,308
Cash ........................................................................... 373
Receivables
Interest ..................................................................... 220,311
Fund shares sold ............................................................. 5,023
Receivable from adviser ...................................................... 1,449
Prepaid expenses ............................................................... 123
-----------
Total assets ............................................................... 15,179,587
-----------
LIABILITIES
Payables
Fund shares repurchased ...................................................... 13,190
Professional fee ............................................................. 27,499
Printing fee ................................................................. 14,166
Financial agent fee .......................................................... 4,063
Trustees' fee ................................................................ 3,262
Accrued expenses ............................................................... 4,466
-----------
Total liabilities .......................................................... 66,646
-----------
NET ASSETS ..................................................................... $15,112,941
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ............................. $14,689,804
Undistributed net investment income .......................................... 23,754
Accumulated net realized loss ................................................ (4,038)
Net unrealized appreciation .................................................. 403,421
-----------
NET ASSETS ..................................................................... $15,112,941
===========
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization ...................................................... 1,402,739
===========
Net asset value and offering price per share ................................... $10.77
======

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Interest ..................................................................... $ 859,926
---------
Total investment income .................................................... 859,926
---------
EXPENSES
Investment advisory fee ...................................................... 88,956
Financial agent fee .......................................................... 48,102
Professional ................................................................. 28,522
Printing ..................................................................... 18,253
Custodian .................................................................... 13,984
Trustees ..................................................................... 8,437
Miscellaneous ................................................................ 9,597
---------
Total expenses ............................................................. 215,851
Less expenses borne by investment adviser .................................. (91,190)
Custodian fees paid indirectly ............................................. (3,253)
---------
Net expenses ............................................................... 121,408
---------
NET INVESTMENT INCOME .......................................................... 738,518
---------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities .............................................. 419,454
Net change in unrealized appreciation (depreciation) on investments .......... (445,334)
---------
NET LOSS ON INVESTMENTS ........................................................ (25,880)
---------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ........................... $ 712,638
=========

See Notes to Financial Statements

PHOENIX-FEDERATED U.S. GOVERNMENT BOND SERIES

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
12/31/01 12/31/00
----------- -----------

FROM OPERATIONS
Net investment income (loss) ............................................................. $ 738,518 $ 450,381
Net realized gain (loss) ................................................................. 419,454 74
Net change in unrealized appreciation (depreciation) ..................................... (445,334) 906,225
----------- -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .............................. 712,638 1,356,680
----------- -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income .................................................................... (722,631) (444,468)
Net realized short-term gains ............................................................ (96,049) (74)
Net realized long-term gains ............................................................. (314,062) --
----------- -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ................................ (1,132,742) (444,542)
----------- -----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (549,808 and 586,368 shares, respectively) ................. 6,131,265 6,225,252
Net asset value of shares issued from reinvestment of distributions
(104,173 and 41,626 shares, respectively) .............................................. 1,132,742 444,542
Cost of shares repurchased (290,301 and 105,595 shares, respectively) .................... (3,243,311) (1,145,819)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ................................ 4,020,696 5,523,975
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS .................................................... 3,600,592 6,436,113
NET ASSETS
Beginning of period ...................................................................... 11,512,349 5,076,236
----------- -----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME (LOSS) OF $23,754 AND $5,866,
RESPECTIVELY) .......................................................................... $15,112,941 $11,512,349
=========== ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

YEAR ENDED
DECEMBER 31, FROM INCEPTION
------------------------- 12/15/99 TO
2001(6) 2000 12/31/99
------ ------ --------------

Net asset value, beginning of period .... $11.08 $9.83 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .......... 0.56(5) 0.56 0.03
Net realized and unrealized gain (loss) (0.02) 1.24 (0.17)
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS .... 0.54 1.80 (0.14)
------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income .. (0.54) (0.55) (0.03)
Dividends from net realized gains ..... (0.31) --(7) --
------ ------ ------
TOTAL DISTRIBUTIONS ................. (0.85) (0.55) (0.03)
------ ------ ------
CHANGE IN NET ASSET VALUE ............... (0.31) 1.25 (0.17)
------ ------ ------
NET ASSET VALUE, END OF PERIOD .......... $10.77 $11.08 $ 9.83
====== ====== ======
Total return ............................ 5.01% 18.75% (1.47)%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ... $15,113 $11,512 $5,076
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (3) ................ 0.84%(4) 0.75% 0.75%(1)
Net investment income ................. 4.98% 5.97% 6.61%(1)
Portfolio turnover rate ................. 59% 1% 0%(2)

<FN>
(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 1.46%,
2.52% and 8.21% for the periods ended December 31, 2001, 2000 and 1999,
respectively.
(4) For the year ended December 31, 2001 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 have been 0.82%.
(5) Computed using average shares outstanding.
(6) As required, effective January 1, 2001, the Fund has adopted the provisions
of AICPA Audit and Accounting Guide for Investment Companies and began
amortizing premium on debt securities and including paydown gains and losses
in interest income. The effect of this change for the year ended December
31, 2001 was to decrease net investment income per share by $0.03, increase
net realized and unrealized gains and losses per share by $0.03 and decrease
the ratio of net investment income to average net assets from 5.24% to
4.98%. Per share ratios and supplemental data for prior periods have not
been restated to reflect this change.
(7) Amount is less than $0.01.
</FN>

See Notes to Financial Statements

PHOENIX-GOODWIN MONEY MARKET SERIES

INVESTOR PROFILE
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. Obligations issued or guaranteed by the
U.S. government, its 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 fund shares will remain at $10.00 or
that the fund will realize a particular yield. In addition, not all U.S.
government securities are backed by the full faith and credit of the United
States. It is possible to lose money by investing in the fund.

INVESTMENT ADVISER'S REPORT
Money Market Series earned 3.82% for the 12 months ended December 31, 2001.
The Salomon Brothers 90-Day Treasury Bill Index(2) returned 4.15% for the same
period. All performance figures assume reinvestment of distributions.

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Money Market Series(1) IBC Report First Tier*
1/31/01 5.84% 5.62%
2/28/01 5.49 5.13
3/31/01 5.04 4.76
4/30/01 4.73 4.38
5/31/01 4.26 3.91
6/30/01 3.94 3.54
7/31/01 3.42 3.26
8/31/01 3.26 3.05
9/30/01 3.02 2.77
10/31/01 2.44 2.25
11/30/01 2.03 1.82
12/31/01 1.81 1.54

(1) The above graph covers the period from January 1, 2001 to December 31, 2001.
The results are not indicative of the rate of return which may be realized
from an investment made in the Money Market Series today.
(2) The Salomon Brothers 90-Day Treasury Bill Index is an unmanaged measure of
money market total return performance. The index is not available for direct
investment.
* Average monthly yield of First Tier Money Market Funds as reported by IBC's
Money Market Insight.

PHOENIX-GOODWIN MONEY MARKET SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

FACE
VALUE INTEREST MATURITY
(000) DESCRIPTION RATE DATE VALUE
- ------ ----------- -------- -------- ------------
FEDERAL AGENCY SECURITIES--13.5%

$2,500 Fannie Mae ................................................. 6.63%(c) 1/15/02 $ 2,502,404
3,500 FHLB ....................................................... 2.35(c) 1/24/02(d) 3,500,000
2,500 SLMA ....................................................... 2.65(c) 1/25/02(d) 2,500,000
2,500 SLMA ....................................................... 3.76(c) 1/25/02(d) 2,500,000
3,500 Freddie Mac ................................................ 1.72 1/29/02 3,495,318
5,000 FFCB ....................................................... 6.63(c) 2/1/02 5,018,483
2,500 FHLB ....................................................... 2.57(c) 2/1/02(d) 2,500,000
2,500 FHLB ....................................................... 5.13(c) 2/26/02 2,505,388
2,125 FHLB ....................................................... 3.70(c) 2/28/02 2,125,000
2,500 FHLB ....................................................... 2.50(c) 5/1/02(d) 2,500,000
3,000 FHLB ....................................................... 4.13(c) 5/3/02 2,999,212
610 Fannie Mae ................................................. 6.78(c) 5/30/02 618,318
2,500 FHLB ....................................................... 6.88(c) 7/18/02 2,542,902
------------
TOTAL FEDERAL AGENCY SECURITIES ............................................................. 35,307,025
------------

RESET
DATE
-------
FEDERAL AGENCY SECURITIES--VARIABLE(b)--4.9%
4,000 Fannie Mae (Final Maturity 5/13/02) ........................ 1.54 1/1/02 3,999,326
121 SBA (Final Maturity 1/25/21) ............................... 2.50 1/1/02 121,297
823 SBA (Final Maturity 10/25/22) .............................. 3.50 1/1/02 822,930
2,261 SBA (Final Maturity 11/25/21) .............................. 3.63 1/1/02 2,259,435
1,859 SBA (Final Maturity 2/25/23) ............................... 3.50 1/1/02 1,858,799
637 SBA (Final Maturity 2/25/23) ............................... 3.50 1/1/02 637,134
1,286 SBA (Final Maturity 3/25/24) ............................... 2.38 1/1/02 1,286,326
171 SBA (Final Maturity 5/25/21) ............................... 3.50 1/1/02 171,351
1,538 SBA (Final Maturity 9/25/23) ............................... 3.38 1/1/02 1,538,351
------------
TOTAL FEDERAL AGENCY SECURITIES--VARIABLE ................................................... 12,694,949
------------
STANDARD
& POOR'S
RATING MATURITY
(UNAUDITED) DATE
---------- ---------
VARIABLE MONEY MARKET CERTIFICATES(b)--3.8%
2,500 Bank of America Corp. ............................ A+ 2.00 3/19/02 2,499,349
5,000 Canadian Imperial Bank of Commerce (e) ........... AA- 1.79 5/20/02 4,999,811
2,500 Citicorp ......................................... AA- 2.11 8/13/02 2,499,889
------------
TOTAL VARIABLE MONEY MARKET CERTIFICATES ..................................................... 9,999,049
------------
COMMERCIAL PAPER--60.3%
2,010 Asset Securitization Corp. ....................... A-1+ 1.75 1/2/02 2,009,902
2,500 Bavaria Universal Funding Corp. .................. A-1 1.93 1/2/02 2,499,866
5,000 Goldman Sachs Group L.P. ......................... A-1+ 1.75 1/2/02 4,999,757
5,000 Govco, Inc. ...................................... A-1+ 1.75 1/2/02 4,999,757
1,501 Receivables Capital Corp. ........................ A-1+ 1.98 1/2/02 1,500,917
1,585 Verizon Network Funding Corp. .................... A-1+ 2.00 1/2/02 1,584,912
2,500 Enterprise Funding ............................... A-1+ 1.85 1/3/02 2,499,743
5,000 Goldman Sachs Group L.P. ......................... A-1+ 2.05 1/4/02 4,999,146
2,500 Govco, Inc. ...................................... A-1+ 2.35 1/7/02 2,499,021
5,000 Lexington Parker Capital Co. LLC ................. A-1 2.00 1/7/02 4,998,333
6,415 Special Purpose Accounts Receivables ............. A-1 1.77 1/7/02 6,413,108
3,000 Household Finance Corp. .......................... A-1 2.20 1/8/02 2,998,717
10,000 Pitney Bowes Credit Corp. ........................ A-1+ 2.00 1/8/02 9,996,111
500 Asset Securitization Corp. ....................... A-1+ 1.95 1/9/02 499,783
2,500 Marsh & McLennan Co., Inc. ....................... A-1+ 2.13 1/9/02 2,498,817
3,500 Marsh & McLennan Co., Inc. ....................... A-1+ 2.15 1/9/02 3,498,328
2,540 Preferred Receivables Funding Corp. .............. A-1 1.81 1/9/02 2,538,978
3,000 Preferred Receivables Funding Corp. .............. A-1 2.03 1/9/02 2,998,647
2,500 Govco, Inc. ...................................... A-1+ 2.00 1/10/02 2,498,750
970 Household Finance Corp. .......................... A-1 1.90 1/10/02 969,539
1,040 Heinz (H.J.) Co. ................................. A-1 2.24 1/11/02 1,039,353
5,000 Asset Securitization Corp. ....................... A-1+ 1.90 1/14/02 4,996,569
2,500 Receivables Capital Corp. ........................ A-1+ 1.90 1/14/02 2,498,285
2,820 Park Avenue Receivables .......................... A-1 2.05 1/15/02 2,817,752
3,000 Receivables Capital Corp. ........................ A-1+ 2.35 1/15/02 2,997,258

See Notes to Financial Statements

PHOENIX-GOODWIN MONEY MARKET SERIES

STANDARD
FACE & POOR'S
VALUE RATING INTEREST MATURITY
(000) (UNAUDITED) RATE DATE VALUE
- ------ ----------- -------- --------- ------------

COMMERCIAL PAPER--CONTINUED
$3,500 Verizon Network Funding Corp. .................... A-1+ 1.77% 1/16/02 $ 3,497,419
1,098 Receivables Capital Corp. ........................ A-1+ 2.00 1/17/02 1,097,024
2,500 Special Purpose Accounts Receivables ............. A-1 1.95 1/17/02 2,497,833
2,500 Heinz (H.J.) Co. ................................. A-1 2.15 1/18/02 2,497,462
2,500 Heinz (H.J.) Co. ................................. A-1 2.02 1/22/02 2,497,054
2,500 Lexington Parker Capital Co. LLC ................. A-1 2.35 1/22/02 2,496,573
1,630 Lexington Parker Capital Co. LLC ................. A-1 2.37 1/22/02 1,627,747
3,855 Gannett Co. ...................................... A-1 1.84 1/23/02 3,850,665
650 Lexington Parker Capital Co. LLC ................. A-1 1.95 1/23/02 649,225
2,259 Park Avenue Receivables .......................... A-1 1.97 1/23/02 2,256,280
3,500 Receivables Capital Corp. ........................ A-1+ 1.95 1/24/02 3,495,640
2,500 Gannett Co. ...................................... A-1 1.75 1/25/02 2,497,083
2,500 Park Avenue Receivables .......................... A-1 1.97 1/25/02 2,496,717
960 Receivables Capital Corp. ........................ A-1+ 2.05 1/25/02 958,688
3,695 Heinz (H.J.) Co. ................................. A-1 2.00 1/28/02 3,689,457
3,115 Heinz (H.J.) Co. ................................. A-1 2.15 1/28/02 3,109,977
3,400 Kimberly-Clark Corp. ............................. A-1+ 1.85 1/28/02 3,395,283
770 Wisconsin Electric Power Co. ..................... A-1 1.85 1/28/02 768,932
2,470 Procter & Gamble Co. ............................. A-1+ 1.88 1/30/02 2,466,259
1,459 Enterprise Funding ............................... A-1+ 1.85 2/5/02 1,456,376
2,500 Govco, Inc. ...................................... A-1+ 1.92 2/5/02 2,495,333
2,750 Private Export Funding Corp. ..................... A-1+ 2.77 2/6/02 2,742,383
2,500 Marsh USA, Inc. .................................. A-1+ 1.90 2/8/02 2,494,986
3,500 Household Finance Corp. .......................... A-1 1.83 2/13/02 3,492,350
2,500 Lexington Parker Capital Co. LLC ................. A-1 2.02 2/13/02 2,493,968
3,500 Schering Corp. ................................... A-1+ 2.02 2/14/02 3,491,359
1,180 Verizon Network Funding Corp. .................... A-1+ 1.83 2/26/02 1,176,641
2,500 Bavaria Universal Funding Corp. .................. A-1 1.93 3/4/02 2,491,690
2,500 Private Export Fund Corp. ........................ A-1+ 1.87 3/7/02 2,491,559
1,512 Bavaria Universal Funding Corp. .................. A-1 1.85 3/18/02 1,506,095
3,095 Verizon Network Funding Corp. .................... A-1+ 1.89 6/18/02 3,067,702
------------
TOTAL COMMERCIAL PAPER ....................................................................... 157,097,109
------------
MEDIUM TERM NOTES--14.0%
835 Merrill Lynch & Co., Inc. ........................ AA- 8.00 2/1/02 838,646
2,500 Beta Finance, Inc. ............................... AAA 5.26 2/25/02 2,500,000
1,000 Wal-Mart Stores, Inc. ............................ AA 5.45(b) 6/1/02(d) 1,012,627
3,500 SBC Communications, Inc. (f) ..................... AA- 4.25 6/5/02(d) 3,527,321
500 Bank of America Corp. ............................ A 8.13 6/15/02 512,477
4,250 BellSouth Telecommunications Corp. ............... A+ 6.00(b) 6/15/02 4,321,688
8,675 McDonald's Corp. ................................. A+ 6.00 6/23/02 8,788,174
1,500 Associates Corp. NA .............................. AA- 6.50 7/15/02 1,519,523
650 Du Pont (E.I.) de Nemours & Co. .................. AA- 6.50 9/1/02 666,138
1,116 Associates Corp. NA .............................. AA- 6.50 10/15/02 1,148,447
3,875 Bank of America Corp. ............................ A 7.50 10/15/02 4,033,453
375 Du Pont (E.I.) de Nemours & Co. .................. AA- 6.75 10/15/02 388,479
2,500 General Electric Capital Corp. ................... AAA 5.35 11/18/02 2,563,721
2,500 Minnesota Minining & Manufacturing Co. (f) ....... AA 5.65(b) 12/12/02 2,574,860
2,152 CitiFinancial .................................... AA- 5.88 1/15/03 2,226,570
------------
TOTAL MEDIUM TERM NOTES ....................................................................... 36,622,124
. ------------
CERTIFICATES OF DEPOSIT--1.0%
2,500 Canadian Imperial Bank of Commerce (e) ........... AA- 4.23(c) 5/22/02 2,499,903
------------
TOTAL CERTIFICATES OF DEPOSIT ................................................................. 2,499,903
------------
TOTAL INVESTMENTS--97.5%
(Identified cost $254,220,159) .............................................................. $254,220,159(a)
Other assets and liabilities, net--2.5% 6,408,584
------------
NET ASSETS--100% .............................................................................. $260,628,743
============

<FN>
(a) Federal Income Tax Information: At December 31, 2001, the aggregate cost of
securities was the same for book and tax purposes.
(b) Variable or step coupon security; interest rate shown reflects the rate
currently in effect.
(c) The interest rate shown is the coupon rate.
(d) Callable. The maturity date shown is the call date.
(e) Yankee CD.
(f) Security exempt from registration under Rule 144A of the Securities Act of
1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At December 31,
2001, these securities amounted to a value of $6,102,181 or 2.3% of net
assets.
</FN>

See Notes to Financial Statements

PHOENIX-GOODWIN MONEY MARKET SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $254,220,159) .................. $254,220,159
Receivables
Fund shares sold ............................................................. 5,511,903
Interest ..................................................................... 1,139,539
Investment securities sold ................................................... 557,354
Prepaid expenses ............................................................... 1,679
------------
Total assets ............................................................... 261,430,634
------------

LIABILITIES

Cash overdraft ................................................................. 2,523
Payables
Fund shares repurchased ...................................................... 564,670
Printing fee ................................................................. 121,974
Investment advisory fee ...................................................... 60,504
Financial agent fee .......................................................... 17,830
Trustees' fee ................................................................ 3,262
Accrued expenses ............................................................... 31,128
------------
Total liabilities .......................................................... 801,891
------------
NET ASSETS ..................................................................... $260,628,743
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ............................. $260,628,743
------------
NET ASSETS ..................................................................... $260,628,743
============
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization ...................................................... 26,062,898
============
Net asset value and offering price per share ................................... $10.00
======

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Interest ..................................................................... $8,713,765
----------
Total investment income .................................................... 8,713,765
----------
EXPENSES
Investment advisory fee ...................................................... 834,722
Financial agent fee .......................................................... 203,492
Printing ..................................................................... 126,255
Custodian .................................................................... 42,971
Professional ................................................................. 26,610
Trustees ..................................................................... 8,437
Miscellaneous ................................................................ 11,519
----------
Total expenses ............................................................. 1,254,006
Less expense borne by investment adviser ................................... (99,118)
Custodian fees paid indirectly ............................................. (7,095)
----------
Net expenses ............................................................... 1,147,793
----------
NET INVESTMENT INCOME .......................................................... 7,565,972
----------
NET REALIZED GAIN ON INVESTMENTS
Net realized gain on securities .............................................. 898
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ........................... $7,566,870
==========

See Notes to Financial Statements

PHOENIX-GOODWIN MONEY MARKET SERIES

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
12/31/01 12/31/00
-------------- -------------

FROM OPERATIONS
Net investment income (loss) .................................................. $ 7,565,972 $ 10,023,970
Net realized gain (loss) ...................................................... 898 --
-------------- -------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................... 7,566,870 10,023,970
-------------- -------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ......................................................... (7,565,972) (10,023,970)
Net realized short-term gains ................................................. (898) --
-------------- -------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ..................... (7,566,870) (10,023,970)
-------------- -------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (101,934,992 and 68,283,798 shares, respectively) 1,019,349,924 682,837,977
Net asset value of shares issued from reinvestment of distributions
(756,687 and 1,002,397 shares, respectively) ................................ 7,566,870 10,023,970
Cost of shares repurchased (94,625,616 and 74,847,784 shares, respectively) ... (946,256,175) (748,477,835)
-------------- -------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ..................... 80,660,619 (55,615,888)
-------------- -------------
NET INCREASE (DECREASE) IN NET ASSETS ......................................... 80,660,619 (55,615,888)
NET ASSETS
Beginning of period ........................................................... 179,968,124 235,584,012
-------------- -------------
END OF PERIOD ................................................................. $ 260,628,743 $ 179,968,124
============== =============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------
2001 2000 1999 1998 1997
------ ------ ------ ------ ------

Net asset value, beginning of period .... $10.00 $10.00 $10.00 $10.00 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .......... 0.38 0.59 0.47 0.50 0.50
Net realized gain ..................... --(3) -- -- -- --
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS .... 0.38 0.59 0.47 0.50 0.50
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income .. (0.38) (0.59) (0.47) (0.50) (0.50)
Dividends from net realized gains ..... --(3) -- -- -- --
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS ................. (0.38) (0.59) (0.47) (0.50) (0.50)
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD .......... $10.00 $10.00 $10.00 $10.00 $10.00
====== ====== ====== ====== ======
Total return ............................ 3.82% 6.03% 4.82% 5.09% 4.99%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ... $260,629 $179,968 $235,584 $196,811 $126,607
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (1) ................ 0.55%(2) 0.55% 0.55% 0.55% 0.55%
Net investment income ................. 3.63% 5.83% 4.73% 4.99% 5.07%

<FN>
(1) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 0.60%,
0.58% and 0.57% for the periods ended December 31, 2001, 2000 and 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) Amount is less than $0.01.
</FN>

See Notes to Financial Statements

PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES

INVESTOR PROFILE
The investment objective is total return. Phoenix-Goodwin Multi-Sector
Fixed Income Series is appropriate for investors with a moderate risk tolerance
profile who are seeking to maximize current income consistent with preservation
of capital by investing in a broadly diversified bond fund. The portfolio's
duration is market neutral, that is, approximately equal to the benchmark index,
the Lehman Brothers Aggregate Bond Index.(1)

Investors should note that the portfolio may hold foreign bonds, and
foreign investments pose additional risks, such as currency fluctuation, less
public disclosure, and political and economic uncertainty. The portfolio may
also invest in high-yielding fixed-income securities that are generally subject
to greater market fluctuations and risk of loss of income and principal than are
investments in lower-yielding fixed-income securities.

INVESTMENT ADVISER'S REPORT
While this has been a difficult year for the equity markets, even before
the events of September 11th, the bond market has done well. In fact, 2001 was
the second straight year that bonds bested stocks, the first such occurrence
since 1981-1982. For the 12 months ended December 31, 2001, the Lehman Brothers
Aggregate Bond Index returned 8.44%, while the S&P 500 Index(2) lost 11.87%.

Phoenix-Goodwin Multi-Sector Fixed Income Series was up 6.09% for the year.
Positive contributors to performance included agency and non-agency commercial
mortgage-backed securities and taxable municipal issues. Our underperformance
relative to our peers was due to an underweighting in investment-grade
corporates and the portfolio's exposure to telecommunications issues, which
remained under pressure.

Although the year closed on a downbeat note, with most of the economic news
released during the fourth quarter negative, a closer look reveals that the
proverbial light at the end of the tunnel may just be coming into focus. The
University of Michigan's Consumer Sentiment Survey demonstrated steadily
improving consumer confidence in the fourth quarter. Low interest rates--spurred
by the Fed's aggressive monetary policy, and decelerating inflation driven by
falling energy prices, reduced tax rates, and U.S. military victories in
Afghanistan all seem to have the consumer looking up. Further, although the
manufacturing segment continued to shrink, the rate of contraction slowed
substantially as demand for new orders began to improve.

OUTLOOK
Our fixed-income market outlook for 2002 remains positive; despite
grumblings by some of a looming bear market. The pessimists are not entirely
without justification, as a 5.6% yield for Treasuries doesn't portend a strong
year for high-quality bonds. Moreover, with underlying interest rates at
historically low levels, the prognosis for further price gains from declining
rates is unlikely.

That said, however, we believe the outlook for the spread sectors of the
fixed-income market is much rosier. We feel that spread sectors continue to
offer excellent value with credit spreads at or near historical highs. The Fed
has taken decisive action (11 rate cuts in 2001) to stimulate the economy,
lowering the overnight borrowing rate to its lowest level in 40 years (1.75%).
Additionally, the benign inflation environment makes it unlikely that the Fed
will need to raise rates anytime soon, even if economic growth accelerates
rapidly. Therefore, both consumers and businesses should continue to benefit
from low interest rates for the foreseeable future.

The effects of the Fed's monetary stimulus should begin to filter into the
economy in 2002. We expect this will result in improving corporate profits,
which, in turn, should lead to tightening spreads. Corporate issuance in 2002 is
expected to be much lower than in 2001, which should also be a plus. We believe
valuations in the non-Treasury sectors are currently very attractive, but sector
and issue selection remains critically important. The portfolio is
well-diversified across sectors and individual securities and heavily weighted
in higher quality issues.

PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Multi-Sector Lehman Brothers
Fixed Income Series Aggregate Bond Index(1)
12/31/91 $10,000.00 $10,000.00
12/31/92 11,003.00 10,740.00
12/31/93 12,752.20 11,787.30
12/30/94 12,054.20 11,443.50
12/29/95 14,891.60 13,558.10
12/31/96 16,740.80 14,050.30
12/31/97 18,570.50 15,406.60
12/31/98 17,824.70 16,744.90
12/31/99 18,797.40 16,606.80
12/29/00 20,014.00 18,537.50
12/31/01 21,232.30 20,102.70

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01

1 YEAR 5 YEARS 10 YEARS
- --------------------------------------------------------------------------
Multi-Sector Fixed Income Series 6.09% 4.87% 7.82%
- --------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index(1) 8.44% 7.43% 7.23%
- --------------------------------------------------------------------------

1 The Lehman Brothers Aggregate Bond Index is an unmanaged, commonly used
measure of bond performance.

2 The S&P 500 Index is an unmanaged, commonly used measure of stock market
total return performance and is provided for general comparative purposes.

The indices are not available for direct investment.

PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

MOODY'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ------ ------------
U.S. GOVERNMENT SECURITIES--0.3%
U.S. TREASURY BONDS--0.2%
U.S. Treasury Bonds 5.375%, 2/15/31 ........ Aaa $ 310 $ 305,641
------------
U.S. TREASURY NOTES--0.1%
U.S. Treasury Notes 4.625%, 5/15/06 ........ Aaa 250 253,486
------------
TOTAL U.S. GOVERNMENT SECURITIES
(Identified cost $601,711) ................................. 559,127
------------
AGENCY MORTGAGE-BACKED SECURITIES--0.4%
GNMA 8%, 9/15/06 ........................... Aaa 3 3,461
GNMA 8%, 10/15/06 .......................... Aaa 73 76,692
GNMA 6.50%, '23- '26 ....................... Aaa 655 662,304
------------
TOTAL AGENCY MORTGAGE-BACKED SECURITIES
(Identified cost $728,043) ................................. 742,457
------------
AGENCY ASSET BACKED SECURITIES--4.0%
Fannie Mae 6.625%, 9/15/09 ................. Aaa 6,250 6,676,138
------------
TOTAL AGENCY ASSET BACKED SECURITIES
(Identified cost $6,229,978) ............................... 6,676,138
------------
MUNICIPAL BONDS--10.6%
CALIFORNIA--1.5%
Alameda Corridor Transportation Authority
Revenue Taxable Series C 6.50%, 10/1/19 .. Aaa 750 772,860
Alameda Corridor Transportation Authority
Revenue Taxable Series C 6.60%, 10/1/29 .. Aaa 1,750 1,723,470
------------
2,496,330
------------
CONNECTICUT--2.0%
Mashantucket Western Pequot Tribe Revenue
Taxable Series A 6.91%, 9/1/12 ........... Aaa 1,100 1,167,089
Mashantucket Western Pequot Tribe Revenue
Taxable Series A 144A 6.57%, 9/1/13 (b) .. Aaa 2,140 2,186,952
------------
3,354,041
------------
FLORIDA--2.2%
Tampa Solid Waste System Revenue Taxable
Series A 6.46%, 10/1/09 .................. Aaa 2,250 2,311,672
University of Miami Exchangeable Revenue
Taxable Series A 7.65%, 4/1/20 (d) ....... Aaa 1,310 1,354,999
------------
3,666,671
------------
ILLINOIS--0.9%
Illinois Educational Facilities Authority -
Layola University Revenue Taxable
Series C 7.12%, 7/1/11 ................... Aaa 1,330 1,420,360
------------
MASSACHUSETTS--1.9%
Massachusetts Port Authority Taxable
Series C 6.35%, 7/1/06 ................... Aa 1,500 1,541,580
Worcester Pension General Obligation
Taxable 6.25%, 1/1/28 .................... Aaa 1,750 1,655,430
------------
3,197,010
------------
PENNSYLVANIA--1.2%
Pittsburgh Pension General Obligation
Taxable Series B 6.35%, 3/1/13 ........... Aaa 2,000 2,007,500
------------
TEXAS--0.9%
Texas State University System Revenue
6.16%, 3/15/06 ........................... Aaa 1,495 1,538,938
------------
TOTAL MUNICIPAL BONDS
(Identified cost $17,211,786) .............................. 17,680,850
------------

MOODY'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ----- ------------
ASSET BACKED SECURITIES--1.5%
Green Tree Financial Corp. 97-5, M1 6.95%,
5/15/29 .................................. Aa $1,020 $ 979,200
Prudential Holdings LLC Series FSA 144A
7.245%, 12/18/23 (b) ..................... Aaa 1,500 1,527,900
------------
TOTAL ASSET BACKED SECURITIES
(Identified cost $2,469,272) ............................... 2,507,100
------------
CORPORATE BONDS--30.4%
AIRLINES--3.8%
American Airlines, Inc. 01-2, A-2 144A
7.858%, 10/1/11 (b) ...................... A 2,000 2,004,760
America West Airlines, Inc. 00-G 8.057%,
7/2/20 ................................... Aaa 1,176 1,209,437
Continental Airlines, Inc. 97-1A 7.461%,
4/1/15 ................................... A 1,296 1,166,569
Northwest Airlines Corp. 00-1 G 8.072%,
10/1/19 .................................. Aaa 1,966 2,025,040
------------
6,405,806
------------
ALUMINUM--0.3%
Centuary Aluminum Co. 11.75%, 4/15/08 ...... Ba 500 520,000
------------
BANKS (MAJOR REGIONAL)--1.6%
BNP U.S. Funding LLC Series A 144A
7.738%, 12/31/49 (b)(d) .................. A 2,500 2,634,480
------------
BROADCASTING (TELEVISION, RADIO & CABLE)--2.7%
Adelphia Communications Corp. 10.875%,
10/1/10 .................................. B 875 892,500
Charter Communication Holdings 10%,
5/15/11 .................................. B 1,500 1,533,750
Comcast Cable Communications, Inc. .........
7.125%, 6/15/13 .......................... Baa 1,000 1,026,933
Insight Communications Co., Inc. 0%,
2/15/11 (d) .............................. B 1,750 1,041,250
------------
4,494,433
------------
CHEMICALS--0.5%
IMC Global, Inc. 6.50%, 8/1/03 ............. Ba 820 803,679
------------
CHEMICALS (SPECIALTY)--0.4%
Equistar Chemicals 8.50%, 2/15/04 .......... Ba 680 678,300
------------
COMMUNICATIONS EQUIPMENT--0.5%
American Tower Corp. 9.375%, 2/1/09 ........ B 1,000 810,000
------------
CONSUMER FINANCE--1.0%
Conseco Finance Corp. Series MTNA 6.50%,
9/26/02 .................................. B 1,000 765,000
Ford Motor Credit Corp. 7.25%, 10/25/11 .... A 875 851,485
------------
1,616,485
------------
DISTRIBUTORS (FOOD & HEALTH)--1.1%
AmerisourceBergen Corp. 144A 8.125%,
9/1/08 (b) ............................... Ba 1,000 1,030,000
Fleming Cos., Inc. 144A 10.625%,
7/31/07 (b) .............................. B 925 888,000
------------
1,918,000
------------
ENGINEERING & CONSTRUCTION--0.3%
Encompass Services Corp. 144A 10.50%,
5/1/09 (b) ............................... B 625 425,000
------------
FINANCIAL (DIVERSIFIED)--2.3%
Erac U.S.A. Finance Co. 144A 7.35%,
6/15/08 (b) .............................. Baa 1,000 1,012,640

See Notes to Financial Statements

PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES

MOODY'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ----- ------------
FINANCIAL (DIVERSIFIED)--CONTINUED
General Motors Acceptance Corp. 6.875%,
9/15/11 .................................. A $1,750 $ 1,714,228
Pemex Project Funding Master Trust 9.125%,
10/13/10 ................................. Baa 1,000 1,060,000
------------
3,786,868
------------
FOODS--0.6%
Land O Lakes, Inc. 144A 8.75%, 11/15/11 (b) Ba 1,000 970,000
------------
GAMING, LOTTERY & PARI-MUTUEL COMPANIES--0.1%
Mohegan Tribal Gaming Authority 8.125%,
1/1/06 ................................... Ba 145 149,712
------------
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--0.7%
Fresenius Medical Capital Trust IV 7.875%,
6/15/11 .................................. Ba 1,250 1,237,500
------------
HEALTH CARE (SPECIALIZED SERVICES)--1.4%
HEALTHSOUTH Corp.144A 8.375%,
10/1/11 (b) .............................. Ba 1,750 1,802,500
Insight Health Services, Inc. 144A 9.875%,
11/1/11 (b) .............................. B 500 520,000
------------
2,322,500
------------
IRON & STEEL--1.5%
AK Steel Corp. 9.125%, 12/15/06 ............ Ba 1,000 1,027,500
Allegheny Technologies 144A 8.375%,
12/15/11 (b) ............................. Baa 1,500 1,469,847
------------
2,497,347
------------
LEISURE TIME (PRODUCTS)--0.7%
Bally Total Fitness Holding Corp. Series D
9.875%, 10/15/07 ......................... B 1,150 1,178,750
------------
MACHINERY (DIVERSIFIED)--0.9%
Terex Corp. Series B 10.375%, 4/1/11 ....... B 1,500 1,567,500
------------
OIL & GAS (DRILLING & EQUIPMENT)--0.6%
R&B Falcon Corp. Series B 6.75%, 4/15/05 ... Baa 1,000 1,030,000
------------
OIL & GAS (EXPLORATION & PRODUCTION)--1.5%
Chesapeake Energy Corp. 144A 8.375%,
11/1/08 (b) .............................. B 1,500 1,488,750
Hanover Equipment Trust 01-A, 144A 8.50%,
9/1/08 (b) ............................... Ba 1,000 1,045,000
------------
2,533,750
------------
PAPER & FOREST PRODUCTS--0.6%
Nortek, Inc. Series B 9.875%, 6/15/11 ...... B 1,000 995,000
------------
POWER PRODUCERS (INDEPENDENT)--0.5%
AES Corp. 9.375%, 9/15/10 .................. Ba 1,000 905,000
------------
PUBLISHING--0.6%
Reed Elsevier Capital 6.75%, 8/1/11 ........ A 1,000 1,014,390
------------
PUBLISHING (NEWSPAPERS)--0.4%
Belo Corp. 8%, 11/1/08 ..................... Baa 600 612,806
------------
RETAIL (SPECIALTY)--1.2%
Amerigas Partners Eagle Finance Corp. 144A
8.875%, 5/20/11 (b) ...................... Ba 1,000 1,035,000
AutoNation, Inc. 144A 9%, 8/1/08 (b) ....... Ba 1,000 1,022,500
------------
2,057,500
------------
SERVICES (COMMERCIAL & CONSUMER)--0.5%
Service Corporation International 7.20%,
6/1/06 ................................... B 1,000 905,000
------------
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--0.6%
Triton PCS, Inc. 144A 8.75%, 11/15/11 (b) .. B 1,000 1,005,000
------------

MOODY'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ----- ------------
TELECOMMUNICATIONS (LONG DISTANCE)--1.1%
NTL Communications Corp. Series B
11.50%, 10/1/08 .......................... Caa $ 220 $ 78,100
NTL, Inc. Series B 11.50%, 2/1/06 .......... Caa 380 134,900
WorldCom, Inc. 7.50%, 5/15/11 .............. A 1,500 1,543,013
------------
1,756,013
------------
TELEPHONE--0.6%
Qwest Capital Funding 7.25%, 2/15/11 ....... Baa 1,000 974,472
------------
TEXTILES (APPAREL)--1.1%
Collins & Aikman Products 11.50%, 4/15/06 .. B 1,000 980,000
Collins & Aikman Products 144A 10.75%,
12/31/11 (b) ............................. B 875 883,750
------------
1,863,750
------------
WASTE MANAGEMENT--0.7%
Allied Waste Industries 7.40%, 9/15/35 ..... Ba 1,500 1,200,000
------------
TOTAL CORPORATE BONDS
(Identified cost $50,576,768) .............................. 50,869,041
------------
NON-AGENCY MORTGAGE-BACKED SECURITIES--17.2%
CS First Boston Mortgage Securities Corp.
97-SPCE, C 7.077%, 2/20/07 ............... AAA(c) 2,000 2,020,000
CS First Boston Mortgage Securities Corp.
97-1R, 1M4 7.481%, 2/28/22 (d) ........... Baa 1,470 1,444,855
Commercial Mortgage Asset Trust 99-C1, D
7.35%, 10/17/13 .......................... Baa 500 494,954
Commercial Resecuritization Trust 01-ABC2,
A1 7.17%, 2/21/13 ........................ Aaa 1,750 1,786,641
First Chicago/Lennar Trust 97-CHL1, D
8.112%, 5/29/08 (d) ...................... BB(c) 2,000 1,829,376
LB Commercial Conduit Mortgage Trust
99-C2, A2 7.325%, 9/15/09 ................ Aaa 2,100 2,231,253
Mortgage Capital Funding, Inc. 98-MC2, B
6.549%, 5/18/08 .......................... Aa 2,500 2,553,125
Morgan Stanley Capital I 98-W F2, C 6.77%,
7/15/30 .................................. A(c) 1,700 1,727,094
Norwest Asset Securities Corp. 99-5, B3
6.25%, 3/25/14 ........................... BBB(c) 1,375 1,376,650
Norwest Asset Securities Corp. 99-10, B3
6.25%, 4/25/14 ........................... BBB(c) 791 748,311
Norwest Asset Securities Corp. 97-7, B
1 7%, 5/25/27 ............................ A 1,892 1,875,283
Paine Webber Mortgage Acceptance Corp. .....
00-1, M 7.75%, 9/25/30 ................... AA(c) 1,269 1,321,890
Residential Funding Mortgage Securities I
94-S7, M3 6.50%, 3/25/24 6.50%,
3/25/34 .................................. Baa 3,670 3,677,373
Ryland Mortgage Securities Corp. III 92-A,
1A 8.25%, 3/29/30 (d) .................... AAA(c) 164 162,940
Securitized Asset Sales, Inc. 95-6, B3 7%,
12/25/10 ................................. Aa 932 944,015
Seneca Funding I Ltd Series Regs 4.846%,
5/31/29 .................................. Aa 2,000 1,740,000
Structured Asset Securities Corp. 00-C2, L
3.683%, 3/20/03 (d) ...................... BB(c) 1,179 1,167,294
Summit Mortgage Trust 00-1, B3 6.14%,
12/28/12 (d) ............................. A(c) 1,653 1,656,751
------------
TOTAL NON-AGENCY MORTGAGE-BACKED SECURITIES
(Identified cost $27,702,235) .............................. 28,757,805
------------
FOREIGN GOVERNMENT SECURITIES--17.6%
BRAZIL--4.8%
Federal Republic of Brazil C Bond 8%,
4/15/14 .................................. B 7,388 5,698,350
Federal Republic of Brazil 11%, 8/17/40 .... B 3,000 2,317,500
------------
8,015,850
------------

See Notes to Financial Statements

PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES

MOODY'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ----- ------------
BULGARIA--1.3%
Republic of Bulgaria IAB PDI 4.563%,
7/28/11 (d) .............................. B $1,733 $ 1,524,600
Republic of Bulgaria IAB RPDI 4.563%,
7/28/11 (d) .............................. B 248 217,800
Republic of Bulgaria FLIRB Series A 4.563%,
7/28/12 (d) .............................. B 435 392,587
------------
2,134,987
------------
COLOMBIA--2.1%
Republic of Colombia 11.75%, 2/25/20 ....... Ba 3,425 3,425,000
------------
EL SALVADOR--0.6%
Republic of El Salvador 144A 8.50%,
7/25/11 (b) .............................. Baa 1,000 1,082,500
------------
JAMAICA--0.6%
Government of Jamaica 144A 11.75%,
5/15/11 (b) .............................. Ba 1,000 1,060,000
------------
MEXICO--1.9%
United Mexican States 8.125%, 12/30/19 ..... Baa 2,500 2,435,000
United Mexican States, Series MTN 8.30%,
8/15/31 .................................. Baa 750 738,750
------------
3,173,750
------------
PANAMA--1.4%
Republic of Panama 8.875%, 9/30/27 ......... Ba- 2,500 2,312,500
------------
PERU--0.9%
Republic of Peru PDI Series 20YR 4.50%,
3/7/17 (d) ............................... Ba 2,000 1,515,000
------------
POLAND--1.8%
Republic of Poland Series 0206 8.50%,
2/12/06 .................................. NR 8,050(f) 1,948,253
Republic of Poland Bearer PDIP 6%,
10/27/14 (d) ............................. Baa 990 984,431
------------
2,932,684
------------
RUSSIA--1.7%
Russian Federation RegS 5%, 3/31/30 (d) .... Ba 5,000 2,906,250
------------
UKRAINE--0.5%
Government of Ukraine 11%, 3/15/07 ......... Caa 940 904,750
------------
TOTAL FOREIGN GOVERNMENT SECURITIES
(Identified cost $27,935,482) .............. 29,463,271
------------
FOREIGN CORPORATE BONDS--13.0%
CANADA--1.6%
GT Group Telecom, Inc. 0%, 2/1/10 (d) ...... Caa 3,000 405,000
Methanex Corp. 7.75%, 8/15/05 .............. Ba 1,000 945,000
Microcell Telecommunications, Inc. Series B
14%, 6/1/06 (d) .......................... Caa 1,500 1,290,000
------------
2,640,000
------------
CAYMAN ISLANDS--1.1%
Petrobas International Finance 144A
9.75%, 7/6/11 (b) ........................ Baa 1,875 1,856,250
------------
CHILE--2.2%
Empresa Nacional de Electricidad SA Series B
8.50%, 4/1/09 ............................ Baa 2,000 2,049,360
HQI Transelectric SA 7.875%, 4/15/11 ....... Baa 1,675 1,694,212
------------
3,743,572
------------
IRELAND--0.4%
Clondalkin Industries plc 10.625%, 1/15/10 . B 750(g) 721,205
------------
ISRAEL--0.6%
Partner Communications Co. Ltd. Series DTC
13%, 8/15/10 ............................. B 1,000 1,010,000
------------

MOODY'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ----- ------------
MEXICO--1.5%
Grupo Industrial Durango 12.625%, 8/1/03 ... B $ 645 $ 648,225
Grupo Televisa SA 144A 8%, 9/13/11 (b) ..... Baa 1,000 998,750
Grupo Transportacion Ferroviaria Mexicana
SA de CV 0%, 6/15/09 (d) ................. B 1,000 882,500

2,529,475
------------
NETHERLANDS--2.0%
Deutsche Telekom International Finance BV
8.25%, 6/15/30 ........................... A 1,000 1,109,876
Koninklijke KPN NV 8%, 10/1/10 ............. Baa 795 805,693
Netia Holdings BV 13.75%, 6/15/10 .......... Ca 1,000(g) 160,268
United Pan-Europe Communications
6.371%, 11/30/08 (d) ..................... Ca 1,500 1,170,000
------------
3,245,837
------------
POLAND--1.0%
TPSA Finance BV 144A 7.75%, 12/10/08 (b) ... Baa 1,700 1,718,801
------------
RUSSIA--0.2%
Metromedia International Group, Inc. .......
Series B 0%, 9/30/07 (h)(i) .............. NR 927 234,108
------------
UNITED KINGDOM--1.0%
Royal & Sun Alliance Insurance Group
8.95%, 10/15/29 .......................... A 1,500 1,609,155
------------
VENEZUELA--1.4%
PDVSA Finance Ltd. 98-1E 7.50%,
11/15/28 ................................. Baa 3,250 2,380,625
------------
TOTAL FOREIGN CORPORATE BONDS
(Identified cost $25,280,547) .............................. 21,689,028
------------
CONVERTIBLE BONDS--0.5%
OIL & GAS (DRILLING & EQUIPMENT)--0.5%
Parker Drilling Co. Cv. 5.50%, 8/1/04 ...... B 1,000 893,750
------------
TOTAL CONVERTIBLE BONDS
(Identified cost $892,953) ................................. 893,750
------------
CREDIT LINKED NOTES--1.0%
BROADCASTING (TELEVISION, RADIO & CABLE)--0.4%
Earls Four Limited Series 499 144A Repackaged
Telewest Finance (Jersey) Ltd. 12.05%,
7/7/05 (b)(h) ............................ 1,000 720,000
------------
ELECTRICAL EQUIPMENT--0.6%
STEERS Credit Linked Trust 2001, Series SLR-2
Repackaged Selectron Corp. 0%, 5/20/20 (h) 1,000 930,000
------------
TOTAL CREDIT LINKED NOTES
(Identified cost $2,000,000) ............... 1,650,000
------------

SHARES
------
PREFERRED STOCK--0.4%
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--0.4%
Nextel Communications, Inc. Series E PIK
11.125%.......................................... 12,170 669,350
------------
TELECOMMUNICATIONS (LONG DISTANCE)--0.0%
Global Crossing Holdings Ltd. PIK Series E 10.50% . 14,846 29,691
------------
TOTAL PREFERRED STOCK
(Identified cost $2,528,674) ............................... 699,041
------------
COMMON STOCKS--0.1%
TELECOMMUNICATIONS (LONG DISTANCE)--0.1%
AT&T Latin America Corp. Class A .................. 64,050 75,579
------------
TOTAL COMMON STOCKS
(Identified cost $281,820) ................................. 75,579
------------

See Notes to Financial Statements

PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES

SHARES VALUE
------ ------------
WARRANTS--0.0%
COMMUNICATIONS EQUIPMENT--0.0%
GT Group Telecom, Inc. 144A Warrants
(Canada) (b)(e) ................................. 3,000 $ 15,000
Local Space & Communications, Inc. Warrants (e) ... 1,000 2,000
------------
17,000
------------
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--0.0%
Leap Wireless International, Inc. 144A
Warrants (b) (e) ................................ 1,500 3,750
------------
TOTAL WARRANTS
(Identified cost $7,500) ................................... 20,750
------------
TOTAL LONG-TERM INVESTMENTS--97.0%
(Identified cost $164,446,766) ............................. 162,283,937
------------

MOODY'S PAR
RATING VALUE
(UNAUDITED) (000)
----------- -----
SHORT-TERM OBLIGATIONS--1.2%
COMMERCIAL PAPER--1.2%
Govco, Inc. 1.75%, 1/2/02 .................. A-1+ $1,950 1,949,905
------------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $1,949,905) ............................... 1,949,905
------------
TOTAL INVESTMENTS--98.2%
(Identified cost $166,396,675) ............................. 164,233,842(a)
Other assets and liabilities, net--1.8% .................... 2,995,348
------------
NET ASSETS--100.0% ........................................... $167,229,190
============

(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $5,741,962 and gross
depreciation of $8,082,695 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$166,574,575.
(b) Security exempt from registration under Rule 144A of the Securities Act of
1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At December 31,
2001, these securities amounted to a value of $30,407,130 or 18.18% of net
assets.
(c) As rated by Standard & Poors or Fitch.
(d) Variable or step coupon security; interest rate shown reflects the rate
currently in effect.
(e) Non-income producing.
(f) Par value represents Polish Zloty.
(g) Par value represents Euro.
(h) Illiquid. At December 31, 2001, these securities amounted to a value of
$1,884,108 or 1.13% of net assets.
(i) Security valued at fair value as determined in good faith by or under the
direction of the Trustees. At December 31, 2001, this security which is
included in illiquid securities above amounted to $234,108 or 0.14% of net
assets.

See Notes to Financial Statements

PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $166,396,675) .................. $164,233,842
Cash ........................................................................... 148,023
Receivables
Interest and dividends ....................................................... 3,084,815
Fund shares sold ............................................................. 153,262
Prepaid expenses ............................................................... 1,422
------------
Total assets ............................................................... 167,621,364
------------
LIABILITIES
Payables
Fund shares repurchased ...................................................... 213,507
Investment advisory fee ...................................................... 63,192
Printing fee ................................................................. 57,966
Professional fee ............................................................. 27,331
Financial agent fee .......................................................... 14,227
Trustees' fee ................................................................ 3,262
Accrued expenses ............................................................... 12,689
------------
Total liabilities .......................................................... 392,174
------------
NET ASSETS ..................................................................... $167,229,190
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ............................. $196,900,134
Undistributed net investment income .......................................... 1,325,991
Accumulated net realized loss ................................................ (28,839,074)
Net unrealized depreciation .................................................. (2,157,861)
------------
NET ASSETS ..................................................................... $167,229,190
============
Shares of beneficial interest outstanding,
$1 par value, unlimited authorization ........................................ 19,551,126
============
Net asset value and offering price per share ................................... $8.55
=====

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Interest ..................................................................... $14,374,596
Dividends .................................................................... 231,085
-----------
Total investment income .................................................... 14,605,681
-----------
EXPENSES
Investment advisory fee ...................................................... 830,877
Financial agent fee .......................................................... 171,389
Printing ..................................................................... 70,765
Custodian .................................................................... 53,331
Professional ................................................................. 29,589
Trustees ..................................................................... 8,437
Miscellaneous ................................................................ 17,716
-----------
Total expenses ............................................................. 1,182,104
Less expenses borne by investment adviser .................................. (96,613)
Custodian fees paid indirectly ............................................. (5,351)
-----------
Net expenses ............................................................... 1,080,140
-----------
NET INVESTMENT INCOME .......................................................... 13,525,541
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .............................................. (5,684,648)
Net realized gain on swaps ................................................... 744,417
Net realized loss on options ................................................. (88,750)
Net realized loss on foreign currency transactions ........................... (647,308)
Net change in unrealized appreciation (depreciation) on investments .......... 2,220,960
Net change in unrealized appreciation (depreciation) on foreign currency
and foreign currency transactions .......................................... 102,558
Net change in unrealized appreciation (depreciation) on swap agreements ...... (453,473)
-----------
NET LOSS ON INVESTMENTS ........................................................ (3,806,244)
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ........................... $ 9,719,297
===========

See Notes to Financial Statements

PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
12/31/01 12/31/00
------------ ------------

FROM OPERATIONS
Net investment income (loss) .................................................................. $ 13,525,541 $ 13,668,791
Net realized gain (loss) ...................................................................... (5,676,289) (5,880,094)
Net change in unrealized appreciation (depreciation) .......................................... 1,870,045 2,305,818
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................................... 9,719,297 10,094,515
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ......................................................................... (13,336,322) (13,098,481)
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ..................................... (13,336,322) (13,098,481)
------------ ------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (4,560,206 and 2,983,752 shares, respectively) .................. 40,237,530 26,381,533
Net asset value of shares issued from reinvestment of distributions
(1,546,724 and 1,491,618 shares, respectively) ................................................ 13,336,322 13,098,481
Cost of shares repurchased (4,859,933 and 5,555,049 shares, respectively) ..................... (42,828,727) (49,211,316)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ..................................... 10,745,125 (9,731,302)
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS ......................................................... 7,128,100 (12,735,268)
NET ASSETS
Beginning of period ........................................................................... 160,101,090 172,836,358
------------ ------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME (LOSS) OF $1,325,991 AND $754,845,
RESPECTIVELY) ............................................................................... $167,229,190 $160,101,090
============ ============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

YEAR ENDED DECEMBER 31,
----------------------------------------------------------
2001(4) 2000 1999 1998 1997
------ ------ ------ ------ ------

Net asset value, beginning of period ............................ $8.75 $8.92 $9.18 $10.38 $10.34
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .................................. 0.72(3) 0.75 0.73 0.77 0.75
Net realized and unrealized gain (loss) ....................... (0.21) (0.19) (0.24) (1.17) 0.34
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ............................ 0.51 0.56 0.49 (0.40) 1.09
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income .......................... (0.71) (0.73) (0.75) (0.74) (0.77)
Dividends from net realized gains ............................. -- -- -- (0.06) (0.28
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS ......................................... (0.71) (0.73) (0.75) (0.80) (1.05)
------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE ....................................... (0.20) (0.17) (0.26) (1.20) 0.04
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD .................................. $ 8.55 $ 8.75 $ 8.92 $ 9.18 $10.38
====== ====== ====== ====== ======
Total return .................................................... 6.09% 6.47% 5.46% (4.02)% 10.93%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ........................... $167,229 $160,101 $172,836 $187,363 $191,627
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (1) ........................................ 0.65%(2) 0.65% 0.65% 0.64% 0.65%
Net investment income ......................................... 8.14% 8.45% 7.79% 7.61% 7.25%
Portfolio turnover rate ......................................... 188% 148% 125% 160% 151%

<FN>
(1) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 0.71%,
0.69%, 0.71% and 0.66% for the periods ended December 31, 2001, 2000, 1999
and 1997, 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) Computed using average shares outstanding.
(4) As required, effective January 1, 2001, the Fund has adopted the provisions
of AICPA Audit and Accounting Guide for Investment Companies and began
amortizing premium on debt securities and including paydown gains and losses
in interest income. The effect of this change for the year ended December
31, 2001 was to increase the ratio of net investment income to average net
assets from 8.13% to 8.14%. There was no effect to net investment income per
share and net realized and unrealized gain (loss) per share. Per share
ratios and supplemental data for prior periods have not been restated to
reflect this change.
</FN>

See Notes to Financial Statements

PHOENIX-HOLLISTER VALUE EQUITY SERIES

INVESTOR PROFILE
The investment objective is long term capital appreciation with a secondary
investment objective of current income.

INVESTMENT ADVISER'S REPORT
For the first time since the bear market of 1973-74, nearly all of the
major stock indices ended the year with negative returns for the second year in
a row. For the fiscal year ended December 31, 2001, Phoenix-Hollister Value
Equity Edge Series declined 17.96 versus the S&P 500 Index(2), which had a
negative return of 11.87%. The Russell 1000 Value Index(1) had a negative return
of 5.59%. All performance figures assume reinvestment of distributions and
exclude the effect of sales charges.

An overweighting in financials, utilities and consumer staples subtracted
from performance. Our underweighting in technology early in the year also hurt
performance. As the year progressed, we built up the portfolio's tech weighting
to nearer the benchmark weight and as a result, were negatively affected by the
sector's poor results, particularly in February when the tech sector of the S&P
500 was down 28%. In addition, during the summer we had expected some economic
recovery and positioned the portfolio to participate in the anticipated upturn
in cyclical stocks, including airlines and hotels. Following the terrorist
attacks of September 11th, these were the areas hardest hit, and our performance
suffered as well.

OUTLOOK
We believe the fourth-quarter rally may have marked the beginning of a
turnaround in the economy. Historically, the market anticipates a recovery three
to six months before the end of a recession. Therefore, we expect to see
evidence of an economic recovery sometime in late spring or early summer.

Although consumer spending may remain under some pressure near term,
particularly as unemployment figures creep up, it will be the consumer who will
drive the rebound in the economy. The Fed's aggressive rate-cutting in 2001 has
resulted in a tremendous amount of liquidity in the system, which will benefit
both the economy and the stock market. Another positive sign is the drawdown in
inventories we are seeing. Corporate profits are also beginning to turnaround.

Based on our outlook, we have focused on high quality consumer cyclical
stocks, which typically lead the market rally as the economic cycle picks up
momentum. The portfolio is also heavily weighted in financial stocks, which are
very attractive given the current low interest rate environment and which should
benefit even more from an economic recovery. We also own some stocks in the
basic materials and capital goods sectors where we see good values. As always,
stock selection is critical, and our emphasis is on identifying the dominant
companies with niche positions in an industry. Communications is an area that we
believe offers very attractive values at current levels. We believe the group
has been oversold and will be adding to our position. Some of our favorite
holdings are specialty providers, such as tower and fiber optics companies. The
portfolio is underweighted in technology and energy, as well as in large
pharmaceutical drug companies, although we do own some biotech stocks with
strong new-product growth potential, a strong cash positions and solid balance
sheets. We have also sold our food stocks, which we consider to be more
defensive names.

We believe our investment approach can add value in an uncertain market
environment. While our portfolios will have a price/earnings multiple that is
below the benchmark index, which helps provide downside protection, investors
are also afforded the opportunity to participate in the market's upside
potential because each of our holdings possesses a catalyst for price
appreciation.

PHOENIX-HOLLISTER VALUE EQUITY SERIES

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Value Equity Series Russell 1000 Value Index(1) S&P 500 Index(2)
3/2/98 $10,000.00 $10,000.00 $10,000.00
12/31/98 11,079.20 10,965.50 11,895.30
12/31/99 13,774.80 11,771.30 14,409.40
12/29/00 18,205.20 12,596.90 13,085.60
12/31/01 14,935.30 11,892.80 11,531.70

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01

FROM
INCEPTION
3/2/98 TO
1 YEAR 12/31/01
- -----------------------------------------------------------------------------
Value Equity Series (17.96)% 11.02%
- -----------------------------------------------------------------------------
Russell 1000 Value Index(1) (5.59)% 4.62%
- -----------------------------------------------------------------------------
S&P 500 Index(2) (11.87)% 3.79%
- -----------------------------------------------------------------------------

1 The Russell 1000 Value Index is an unmanaged measure of large-cap
value-oriented stock total return performance.
2 The S&P 500 Index is an unmanaged, commonly used measure of stock market
total return performance and is provided for general comparative purposes.

The indices are not available for direct investment.

PHOENIX-HOLLISTER VALUE EQUITY SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
------- -----------
COMMON STOCKS--98.8%
AEROSPACE/DEFENSE--0.8%
Boeing Co. (The) ................................... 17,200 $ 667,016
-----------
AGRICULTURAL PRODUCTS--0.3%
Universal Corp. .................................... 7,000 254,870
-----------
AIR FREIGHT--1.4%
Airborne, Inc. ..................................... 40,000 593,200
FedEx Corp. (b) .................................... 12,000 622,560
-----------
1,215,760
-----------
AIRLINES--2.2%
Continental Airlines, Inc. Class B (b) ............. 24,000 629,040
Delta Air Lines, Inc. .............................. 23,000 672,980
Southwest Airlines Co. ............................. 30,000 554,400
-----------
1,856,420
-----------
ALUMINUM--1.1%
Alcoa, Inc. ........................................ 27,000 959,850
-----------
AUTO PARTS & EQUIPMENT--0.2%
Bandag, Inc. ....................................... 5,000 173,800
-----------
BANKS (MAJOR REGIONAL)--5.5%
AmSouth Bancorp .................................... 20,000 378,000
Comerica, Inc. ..................................... 30,000 1,719,000
FleetBoston Financial Corp. ........................ 33,000 1,204,500
Wells Fargo & Co. .................................. 31,000 1,346,950
-----------
4,648,450
-----------
BANKS (MONEY CENTER)--1.3%
Bank of America Corp. .............................. 18,000 1,133,100
-----------
BANKS (REGIONAL)--4.1%
Commerce Bancshares, Inc. .......................... 10,500 409,395
Compass Bancshares, Inc. ........................... 20,000 566,000
Cullen/Frost Bankers, Inc. ......................... 35,000 1,080,800
Southwest Bancorp. of Texas, Inc. (b) .............. 35,000 1,059,450
Sterling Bancshares, Inc. .......................... 25,000 313,000
-----------
3,428,645
-----------
BIOTECHNOLOGY--2.3%
Amgen, Inc. (b) .................................... 23,000 1,298,120
Biogen, Inc. (b) ................................... 10,000 573,500
Incyte Pharma (b) .................................. 5,000 97,200
-----------
1,968,820
-----------
CHEMICALS--2.4%
Dow Chemical Co. (The) ............................. 25,000 844,500
Du Pont (E.I.) de Nemours & Co. .................... 20,000 850,200
Lyondell Chemical Co. .............................. 20,000 286,600
-----------
1,981,300
-----------
COMPUTERS (SOFTWARE & SERVICES)--5.7%
Computer Associates International, Inc. ............ 22,000 758,780
Jack Henry & Assoc ................................. 20,000 436,800
Liberate Technologies, Inc. (b) .................... 100,000 1,148,000
Microsoft Corp. (b) ................................ 14,000 927,500
Oracle Corp. (b) ................................... 83,000 1,146,230
Simplex Solutions (b) .............................. 5,000 82,750
Sybase, Inc. (b) ................................... 20,000 315,200
-----------
4,815,260
-----------
CONSTRUCTION (CEMENT & AGGREGATES)--0.7%
Texas Industries, Inc. ............................. 15,000 553,500
-----------

SHARES VALUE
------- -----------
CONSUMER FINANCE--1.3%
MBNA Corp. ......................................... 30,000 $ 1,056,000
-----------
ELECTRIC COMPANIES--1.2%
Entergy Corp. ...................................... 10,000 391,100
Mirant Corp. (b) ................................... 41,000 656,820
-----------
1,047,920
-----------
ELECTRONICS (INSTRUMENTATION)--2.6%
Bruker Daltonics, Inc. (b) ......................... 90,000 1,471,500
Harvard Bioscience, Inc. (b) ....................... 50,000 497,000
Waters Corp. (b) ................................... 5,000 193,750
-----------
2,162,250
-----------
ELECTRONICS (SEMICONDUCTORS)--1.9%
Advanced Micro Devices, Inc. (b) ................... 22,600 358,436
Applied Micro Circuits Corp. (b) ................... 20,000 226,400
Conexant Systems, Inc. (b) ......................... 15,000 215,400
Pixelworks Inc (b) ................................. 40,000 642,400
TriQuint Semiconductor, Inc. (b) ................... 10,000 122,600
-----------
1,565,236
-----------
FINANCIAL (DIVERSIFIED)--5.1%
Allied Capital Corp. ............................... 50,000 1,300,000
Ambac Financial Group, Inc. ........................ 27,000 1,562,220
American Express Co. ............................... 10,000 356,900
Citigroup, Inc. .................................... 21,000 1,060,080
-----------
4,279,200
-----------
FOODS--0.6%
Kraft Foods, Inc. Class A .......................... 15,000 510,450
-----------
FOOTWEAR--0.4%
Sketchers U.S.A., Inc. Class A (b) ................. 25,000 365,500
-----------
HARDWARE & TOOLS--1.0%
Toro Co. (The) ..................................... 18,200 819,000
-----------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--2.9%
Cell Therapeutics, Inc. (b) ........................ 55,000 1,327,700
ICOS Corp. (b) ..................................... 20,000 1,148,800
-----------
2,476,500
-----------
HEALTH CARE (HOSPITAL MANAGEMENT)--0.5%
HCA, Inc. .......................................... 10,000 385,400
-----------
HOUSEHOLD PRODUCTS (NON-DURABLE)--0.7%
Kimberly-Clark Corp. ............................... 10,000 598,000
-----------
INSURANCE (LIFE/HEALTH)--1.6%
AFLAC, Inc. ........................................ 25,700 631,192
Torchmark Corp. .................................... 19,000 747,270
-----------
1,378,462
-----------
INSURANCE (PROPERTY-CASUALTY)--2.8%
Allstate Corp. (The) ............................... 55,000 1,853,500
Radian Group, Inc. ................................. 10,700 459,565
-----------
2,313,065
-----------
INVESTMENT BANKING/BROKERAGE--5.0%
Instinet Group, Inc. (b) ........................... 75,000 753,750
Legg Mason, Inc. ................................... 5,000 249,900
Lehman Brothers Holdings, Inc. ..................... 15,000 1,002,000
Merrill Lynch & Co., Inc. .......................... 37,000 1,928,440
SWS Group, Inc. .................................... 10,000 254,500
-----------
4,188,590
-----------

See Notes to Financial Statements

PHOENIX-HOLLISTER VALUE EQUITY SERIES

SHARES VALUE
------- -----------
LEISURE TIME (PRODUCTS)--4.6%
Hasbro, Inc. ....................................... 107,800 $ 1,749,594
Six Flags, Inc. .................................... 140,000 2,153,200
-----------
3,902,794
-----------
LODGING - HOTELS--0.9%
Hilton Hotels Corp. ................................ 63,000 687,960
Marriott International, Inc. Class A ............... 1,000 40,650
-----------
728,610
-----------
MACHINERY (DIVERSIFIED)--4.1%
Caterpillar, Inc. .................................. 50,000 2,612,500
Deere & Co. ........................................ 15,000 654,900
Terex Corp. (b) .................................... 10,000 175,400
-----------
3,442,800
-----------
MANUFACTURING (DIVERSIFIED)--5.0%
Illinois Tool Works, Inc. .......................... 25,000 1,693,000
Johnson Controls, Inc. ............................. 10,000 807,500
Textron, Inc. ...................................... 20,000 829,200
United Technologies Corp. .......................... 14,000 904,820
-----------
4,234,520
-----------
MANUFACTURING (SPECIALIZED)--1.8%
Watts Industries, Inc. Class A ..................... 30,000 450,000
York International Corp. ........................... 28,000 1,067,640
-----------
1,517,640
-----------
OIL (INTERNATIONAL INTEGRATED)--1.4%
ChevronTexaco Corp. ................................ 12,700 1,138,047
-----------
PAPER & FOREST PRODUCTS--1.3%
Georgia-Pacific Corp. .............................. 10,000 276,100
International Paper Co. ............................ 20,000 807,000
-----------
1,083,100
-----------
RAILROADS--1.3%
CSX Corp. .......................................... 32,000 1,121,600
-----------
REITS--1.2%
Annaly Mortgage Management, Inc. ................... 20,000 320,000
Apartment Investment & Management Co. Class A ...... 5,000 228,650
Prentiss Properties Trust .......................... 7,000 192,150
Summit Properties, Inc. ............................ 10,000 250,200
-----------
991,000
-----------
RESTAURANTS--1.1%
McDonald's Corp. ................................... 35,000 926,450
-----------
RETAIL (BUILDING SUPPLIES)--0.7%
Sherwin-Williams Co. (The) ......................... 20,000 550,000
-----------
RETAIL (DEPARTMENT STORES)--0.9%
Nordstrom, Inc. .................................... 36,800 744,464
-----------
RETAIL (GENERAL MERCHANDISE)--1.4%
Target Corp. ....................................... 29,000 1,190,450
-----------
RETAIL (SPECIALTY-APPAREL)--0.7%
Talbots, Inc. (The) ................................ 16,600 601,750
-----------
SAVINGS & LOAN COMPANIES--0.5%
Coastal Bancorp, Inc. .............................. 13,000 375,700
-----------

SHARES VALUE
------- -----------
SERVICES (ADVERTISING/MARKETING)--2.1%
Catalina Marketing Corp. (b) ....................... 32,000 $ 1,110,400
TMP Worldwide, Inc. (b) ............................ 15,000 643,500
-----------
1,753,900
-----------
SERVICES (COMMERCIAL & CONSUMER)--2.7%
Cendant Corp. (b) .................................. 105,000 2,059,050
Watson Wyatt & Co. Holdings (b) .................... 10,000 218,000
-----------
2,277,050
-----------
SERVICES (EMPLOYMENT)--1.2%
Manpower, Inc. ..................................... 30,000 1,011,300
-----------
SPECIALTY PRINTING--1.7%
Valassis Communications, Inc. (b) .................. 40,000 1,424,800
-----------
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--1.4%
Nextel Communications, Inc. Class A (b) ............ 110,000 1,205,600
-----------
TELECOMMUNICATIONS (LONG DISTANCE)--0.5%
Sprint Corp. (FON Group) ........................... 20,000 401,600
-----------
TEXTILES (APPAREL)--0.6%
Russell Corp ....................................... 35,000 525,350
-----------
TOBACCO--3.3%
Philip Morris Cos., Inc. ........................... 30,000 1,375,500
UST, Inc. .......................................... 40,000 1,400,000
-----------
2,775,500
-----------
WASTE MANAGEMENT--2.8%
Waste Management, Inc. ............................. 74,700 2,383,677
-----------
TOTAL COMMON STOCKS
(Identified cost $82,285,042) .............................. 83,110,066
-----------
FOREIGN COMMON STOCKS--0.3%
INSURANCE (LIFE/HEALTH)--0.3%
Manulife Financial Corp. (Canada) .................. 10,000 260,600
-----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $287,403) ................................. 260,600
-----------
TOTAL LONG-TERM INVESTMENTS--99.1%
(Identified cost $82,572,445) .............................. 83,370,666
-----------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000)
----------- -----
SHORT-TERM OBLIGATIONS--3.9%
COMMERCIAL PAPER--1.2%
Receivables Capital Corp. 2.08%, 1/11/02 A-1 $ 1,004 1,003,420
-----------
FEDERAL AGENCY SECURITIES--2.7%
Freddie Mac 1.47%, 1/2/02 .............. AAA 2,305 2,304,906
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $3,308,326) ............................... 3,308,326
-----------
TOTAL INVESTMENTS--103.0%
(Identified cost $85,880,770) .............................. 86,678,992(a)
Other assets and liabilities, net--(3.0)% .................. (2,519,864)
-----------
NET ASSETS--100.0% ........................................... $84,159,128
===========

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $3,898,973 and gross
depreciation of $3,236,005 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$86,016,024.
(b) Non-income producing.

See Notes to Financial Statements

PHOENIX-HOLLISTER VALUE EQUITY SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS

Investment securities at value (Identified cost $85,880,770) ................... $86,678,992
Cash ........................................................................... 1,776
Receivables
Investment securities sold ................................................... 10,025,382
Fund shares sold ............................................................. 295,970
Dividends and interest ....................................................... 124,490
Tax reclaims ................................................................. 2,312
Prepaid expenses ............................................................... 588
-----------
Total assets ............................................................... 97,129,510
-----------
LIABILITIES
Payables
Investment securities purchased .............................................. 12,791,120
Fund shares repurchased ...................................................... 69,458
Investment advisory fee ...................................................... 45,366
Financial agent fee .......................................................... 8,186
Trustees' fee ................................................................ 3,262
Accrued expenses ............................................................... 52,990
-----------
Total liabilities .......................................................... 12,970,382
-----------
NET ASSETS ..................................................................... $84,159,128
===========

NET ASSETS CONSIST OF:

Capital paid in on shares of beneficial interest ............................. $89,596,784
Undistributed net investment income .......................................... 136,855
Accumulated net realized loss ................................................ (6,372,733)
Net unrealized appreciation .................................................. 798,222
-----------
NET ASSETS ..................................................................... $84,159,128
===========
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization ...................................................... 6,781,027
===========
Net asset value and offering price per share ................................... $12.41
======

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Dividends .................................................................... $ 1,161,257
Interest ..................................................................... 146,388
Foreign taxes withheld ....................................................... (5,869)
------------
Total investment income .................................................... 1,301,776
------------
EXPENSES
Investment advisory fee ...................................................... 465,134
Financial agent fee .......................................................... 88,522
Printing ..................................................................... 38,783
Professional ................................................................. 27,100
Custodian .................................................................... 26,333
Trustees ..................................................................... 8,437
Miscellaneous ................................................................ 7,753
------------
Total expenses ............................................................. 662,062
Less expense borne by investment adviser ................................... (96,280)
Custodian fees paid indirectly ............................................. (903)
------------
Net expenses ............................................................... 564,879
------------
NET INVESTMENT INCOME .......................................................... 736,897
------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .............................................. (6,316,439)
Net change in unrealized appreciation (depreciation) on investments .......... (6,361,675)
------------
NET LOSS ON INVESTMENTS ........................................................ (12,678,114)
------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ........................... $(11,941,217)
============

See Notes to Financial Statements

PHOENIX-HOLLISTER VALUE EQUITY SERIES

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
12/31/01 12/31/00
----------- ------------

FROM OPERATIONS
Net investment income (loss) ................................. $ 736,897 $ 217,788
Net realized gain (loss) ..................................... (6,316,439) 3,290,918
Net change in unrealized appreciation (depreciation) ......... (6,361,675) 4,815,976
----------- -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .. (11,941,217) 8,324,682
----------- -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ........................................ (600,943) (210,302)
Net realized short-term gains ................................ (440,505) (3,553,562)
Net realized long-term gains ................................. -- (236,244)
----------- -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS .... (1,041,448) (4,000,108)
----------- -----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (5,154,942 and 1,830,008 shares,
respectively) .............................................. 68,982,484 26,662,655
Net asset value of shares issued from reinvestment
of distributions (80,045 and 268,777 shares,
respectively) .............................................. 1,041,448 4,000,108
Cost of shares repurchased (1,418,021 and 487,619 shares,
respectively) .............................................. (18,342,907) (6,996,636)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE
TRANSACTIONS ............................................... 51,681,025 23,666,127
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS ........................ 38,698,360 27,990,701
NET ASSETS
Beginning of period .......................................... 45,460,768 17,470,067
----------- -----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET
INVESTMENT INCOME (LOSS) OF $136,855 AND
$12,184, RESPECTIVELY) ..................................... $84,159,128 $45,460,768
=========== ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

YEAR ENDED FROM
DECEMBER 31, INCEPTION
----------------------------------------- 3/2/98 TO
2001 2000 1999 12/31/98
------ ------ ------ --------

Net asset value, beginning of period .... $15.34 $12.91 $11.03 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .......... 0.11 0.07 0.04 0.05
Net realized and unrealized gain (loss) (2.86) 3.98 2.63 1.03
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS .... (2.75) 4.05 2.67 1.08
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income .. (0.09) (0.08) (0.04) (0.05)
Dividends from net realized gains ..... (0.09) (1.54) (0.75) --
------ ------ ------ ------
TOTAL DISTRIBUTIONS ................. (0.18) (1.62) (0.79) (0.05)
------ ------ ------ ------
CHANGE IN NET ASSET VALUE ............... (2.93) 2.43 1.88 1.03
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD .......... $12.41 $15.34 $12.91 $11.03
====== ====== ====== ======
Total return ............................ (17.96)% 32.16% 24.33% 10.79%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ... $84,159 $45,461 $17,470 $9,533
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (3) ................ 0.85%(4) 0.85% 0.85% 0.85%(1)
Net investment income ................. 1.11% 0.79% 0.41% 0.85%(1)
Portfolio turnover rate ................. 245% 166% 168% 77%(2)

<FN>
(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 1.00%,
1.33%, 2.03% and 2.46% for the periods ended December 31, 2001, 2000, 1999
and 1998, respectively.
(4) 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.
</FN>

See Notes to Financial Statements

PHOENIX-J.P. MORGAN RESEARCH ENHANCED INDEX SERIES

INVESTOR PROFILE
The Fund is appropriate for investors seeking 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.

INVESTMENT ADVISER'S REPORT
The Phoenix-J.P. Morgan Research Enhanced Index Series and returned -11.90%
(net of fees) for the twelve months ended December 31, 2001. The S&P 500
Index(1) returned -11.87% during this time period.

The year 2001 will remain in our minds and hearts for a very long time. The
outsized events, which occurred during the year, caused much personal angst
while the equity markets hammered stocks for the second year in a row leaving
the broad market in negative territory for consecutive years for the first time
in more than twenty-five years.

The economy fell into recession, but the official declaration came late in
the year. Investors anticipated the slowdown early on as weakness in technology
spending, continuous price declines for most goods, layoffs and disappointing
corporate earnings announcements plagued the markets. The Federal Reserve
attempted to accommodate the economic slowdown by easing interest rates an
unprecedented eleven times bringing the Fed Funds rate to the lowest level in
forty years, 1.75%. The tragic events of September 11th exacerbated investors'
fears with a dramatic sell-off pushing market indices and volatility to levels
not seen since the autumn of 1998.

The steep decline in all equity market indices when stock trading resumed
after September 11th proved, however, to be the market bottom for the year.
Investors began to respond positively to news of success in the U.S. military
campaign against terrorists. After being pummeled all year, technology stocks
staged an impressive fourth quarter rally with the NASDAQ Composite returning
30% to close above pre-September 11th levels. In fact, all major indices rose in
the quarter, ending the year on more optimistic footing.

A number of high profile events, some company specific, caused certain
stocks and sectors to dramatically underperform. Examples include Enron's
bankruptcy, Providian's collapse, disappointing news in product development for
pharmaceuticals companies, and the cash flow crunch affecting the
telecommunications sector. More cyclical sectors, like retail and basic
materials, which responded to the Federal Reserve's aggressive action to boost
the economy, partially offset the poor showing of other areas. In addition, the
U.S. consumer showed remarkable resilience during the year providing support to
consumer oriented sectors.

Turbulent equity markets of 2001 provided a challenging backdrop as the
Phoenix-J.P. Morgan Research Enhanced Index Series underperformed the S&P 500
slightly for the year. During the year, robust stock selection throughout the
portfolio added value in 13 out of 19 sectors. At the sector level, security
selection within Energy, Utilities and Health Services & Systems added
significantly to performance over the year. An underweight position in Enron
(-98.8%) was the largest contributor to performance over the year as the energy
trader went from Wall Street darling to the largest bankruptcy in U.S. history
in just over 12 months as the company's severe liquidity and legal problems
became apparent. The decisions to underweight holdings in electric power plant
owner Aes Corporation (-48.6%) and chipmaker Applied Micro Circuits (-59.3%)
also contributed strongly to performance. However, an overweight position in
Providian Financial (+93.4%) negatively impacted the portfolio as the marked
deterioration in the sub-prime lending category post-September 11th terrorists
attacks resulted in lower than expected fees and finance charges and larger than
expected credit losses for the company.

OUTLOOK
The economy continues to show signs of stabilization as initial jobless
claims, consumer confidence, and industrial surveys have improved significantly
from fall levels. However, statistics of actual economic activity continue to
reveal a fragile economy. Continued support from monetary policy over the coming
months will be crucial in enabling the economy to begin a sustainable recovery.
With the financial system awash with liquidity, investors are wary about being
too defensive and will continue to look for signs of an economic recovery. As
always, our strategy will continue to focus on identifying relative value within
sectors based on companies' longer-term earnings prospects.

PHOENIX-J.P. MORGAN RESEARCH ENHANCED INDEX SERIES

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Research Enhanced Index Series S&P 500 Index(1)
7/15/97 $10,000.00 $10,000.00
12/31/97 10,582.60 10,566.50
12/31/98 13,934.80 13,605.10
12/31/99 16,563.20 16,480.60
12/29/00 14,663.30 14,966.50
12/31/01 12,918.30 13,189.20

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01

FROM
INCEPTION
7/15/97 TO
1 YEAR 12/31/01
- --------------------------------------------------------------------------
Research Enhanced Index Series (11.90)% 5.90%
- --------------------------------------------------------------------------
S&P 500 Index(1) (11.87)% 6.39%
- --------------------------------------------------------------------------

This chart assumes an initial gross investment of $10,000 made on 7/15/97
(inception of the Fund). Returns shown include the reinvestment of all
distributions at net asset value, and the change in share price for the stated
period. Returns indicate past performance, which is not predictive of future
performance. Investment return and net asset value will fluctuate so that your
shares, when redeemed, may be worth more or less than the original cost.

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

PHOENIX-J.P. MORGAN RESEARCH ENHANCED INDEX SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
---------- -------- ------------
U.S. GOVERNMENT SECURITIES--0.1%
U.S. Treasury Note 6.25%, 7/31/02 (c) .... AAA $ 150 $ 153,885
------------
TOTAL U.S. GOVERNMENT SECURITIES
(Identified cost $153,730) ................................. 153,885
------------

SHARES VALUE
------ ------------
COMMON STOCKS--96.7%
AEROSPACE/DEFENSE--0.8%
Boeing Co. (The) ................................... 7,000 271,460
General Dynamics Corp. ............................. 2,900 230,956
Goodrich Corp. ..................................... 3,500 93,170
Lockheed Martin Corp. .............................. 5,300 247,351
------------
842,937
------------
AIR FREIGHT--0.2%
FedEx Corp. (b) .................................... 4,000 207,520
------------
AIRLINES--0.3%
AMR Corp. (b) ...................................... 3,500 77,595
Delta Air Lines, Inc. .............................. 5,100 149,226
Southwest Airlines Co. ............................. 2,500 46,200
------------
273,021
------------
ALUMINUM--0.4%
Alcoa, Inc. ........................................ 12,200 433,710
------------
AUTO PARTS & EQUIPMENT--0.2%
Delphi Automotive Systems .......................... 7,800 106,548
Lear Corp. (b) ..................................... 1,800 68,652
Visteon Corp. ...................................... 4,600 69,184
------------
244,384
------------
AUTOMOBILES--0.3%
Ford Motor Co. ..................................... 10,600 166,632
General Motors Corp. ............................... 3,200 155,520
------------
322,152
------------
BANKS (MAJOR REGIONAL)--3.4%
AmSouth Bancorp .................................... 5,000 94,500
Bank of New York Co., Inc. (The) ................... 11,400 465,120
Bank One Corp. ..................................... 19,200 749,760
BB&T Corp. ......................................... 600 21,666
First Alabama Bancshares, Inc. ..................... 900 26,946
Huntington Bancshares, Inc. ........................ 400 6,876
KeyCorp ............................................ 900 21,906
Mellon Financial Corp. ............................. 1,700 63,954
Northern Trust Corp. ............................... 4,200 252,924
PNC Financial Services Group ....................... 7,200 404,640
SouthTrust Corp. ................................... 6,200 152,954
SunTrust Banks, Inc. ............................... 3,300 206,910
U.S. Bancorp ....................................... 38,100 797,433
Union Planters Corp. ............................... 2,600 117,338
Wells Fargo & Co. .................................. 4,800 208,560
------------
3,591,487
------------
BANKS (MONEY CENTER)--0.9%
Bank of America Corp. .............................. 8,300 522,485
Wachovia Corp. ..................................... 14,700 460,992
------------
983,477
------------
BANKS (REGIONAL)--0.3%
Banknorth Group, Inc. .............................. 1,400 31,528
Compass Bancshares, Inc. ........................... 1,000 28,300
FirstMerit Corp. ................................... 300 8,127
Hibernia Corp. Class A ............................. 2,300 40,917
Marshall & Ilsley Corp. ............................ 800 50,624

SHARES VALUE
------ ------------
BANKS (REGIONAL)--CONTINUED
National Commerce Financial Corp. .................. 2,600 $ 65,780
TCF Financial Corp. ................................ 400 19,192
Wilmington Trust Corp. ............................. 400 25,324
------------
269,792
------------
BEVERAGES (ALCOHOLIC)--0.2%
Anheuser-Busch Cos., Inc. .......................... 5,200 235,092
------------
BEVERAGES (NON-ALCOHOLIC)--2.1%
Coca-Cola Co. (The) ................................ 27,500 1,296,625
PepsiCo, Inc. ...................................... 18,700 910,503
------------
2,207,128
------------
BIOTECHNOLOGY--1.0%
Amgen, Inc. (b) .................................... 13,400 756,296
Human Genome Sciences, Inc. (b) .................... 5,700 192,204
Immunex Corp. (b) .................................. 100 2,771
Vertex Pharmaceuticals, Inc. (b) ................... 2,400 59,016
------------
1,010,287
------------
BROADCASTING (TELEVISION, RADIO & CABLE)--1.0%
Adelphia Communications Corp. Class A (b) .......... 3,900 121,602
Charter Communications, Inc. Class A (b) ........... 9,000 147,870
Comcast Corp. Class A (b) .......................... 14,300 514,800
Fox Entertainment Group, Inc. Class A (b) .......... 2,600 68,978
Liberty Media Corp. Class A (b) .................... 11,300 158,200
------------
1,011,450
------------
BUILDING MATERIALS--0.2%
Masco Corp. ........................................ 8,900 218,050
------------
CHEMICALS--1.0%
Air Products and Chemicals, Inc. ................... 2,800 131,348
Dow Chemical Co. (The) ............................. 14,500 489,810
Du Pont (E.I.) de Nemours & Co. .................... 400 17,004
Praxair, Inc. ...................................... 5,400 298,350
Rohm & Haas Co. .................................... 2,000 69,260
------------
1,005,772
------------
CHEMICALS (DIVERSIFIED)--0.3%
PPG Industries, Inc. ............................... 5,100 263,772
------------
CHEMICALS (SPECIALTY)--0.0%
Monsanto Co. ....................................... 200 6,760
------------
COMMUNICATIONS EQUIPMENT--1.4%
American Tower Corp. Class A (b) ................... 5,600 53,032
CIENA Corp. (b) .................................... 3,800 54,378
Corning, Inc. ...................................... 5,100 45,492
JDS Uniphase Corp. (b) ............................. 21,100 183,148
Lucent Technologies, Inc. (b)(c) ................... 31,900 200,651
Motorola, Inc. ..................................... 34,800 522,696
QUALCOMM, Inc. (b) ................................. 7,500 378,750
Tellabs, Inc. (b) .................................. 1,300 19,448
------------
1,457,595
------------
COMPUTERS (HARDWARE)--4.1%
Brocade Communications Systems, Inc. (b) ........... 300 9,936
Compaq Computer Corp. .............................. 10,400 101,504
Dell Computer Corp. (b) ............................ 28,600 777,348
Hewlett-Packard Co. ................................ 19,200 394,368
International Business Machines Corp. (c) .......... 19,100 2,310,336
Juniper Networks, Inc. (b) ......................... 1,300 24,635
NCR Corp. (b) ...................................... 7,600 280,136
Sun Microsystems, Inc. (b) ......................... 36,900 453,870
------------
4,352,133
------------

See Notes to Financial Statements

PHOENIX-J.P. MORGAN RESEARCH ENHANCED INDEX SERIES

SHARES VALUE
------ ------------
COMPUTERS (NETWORKING)--1.5%
Cisco Systems, Inc. (b)(c) ......................... 83,400 $ 1,510,374
Network Appliance, Inc. (b) ........................ 1,400 30,618
------------
1,540,992
------------
COMPUTERS (PERIPHERALS)--0.2%
EMC Corp. (b) ...................................... 14,700 197,568
------------
COMPUTERS (SOFTWARE & SERVICES)--5.4%
Adobe Systems, Inc. ................................ 1,800 55,890
Autodesk, Inc. ..................................... 200 7,454
BEA Systems, Inc. (b) .............................. 2,500 38,500
Citrix Systems, Inc. (b) ........................... 3,700 83,842
Computer Associates International, Inc. ............ 5,600 193,144
eBay, Inc. (b) ..................................... 1,300 86,970
Intuit, Inc. (b) ................................... 600 25,668
Microsoft Corp. (b)(c) ............................. 56,800 3,763,000
Oracle Corp. (b) ................................... 56,700 783,027
Parametric Technology Corp. (b) .................... 100 781
PeopleSoft, Inc. (b) ............................... 1,700 68,340
Peregrine Systems, Inc. (b) ........................ 2,000 29,660
Siebel Systems, Inc. (b) ........................... 9,200 257,416
VeriSign, Inc. (b) ................................. 1,600 60,864
VERITAS Software Corp. (b) ......................... 5,000 224,150
------------
5,678,706
------------
CONSUMER FINANCE--1.5%
AmeriCredit Corp. (b) .............................. 2,900 91,495
Capital One Financial Corp. ........................ 8,200 442,390
Countrywide Credit Industries, Inc. ................ 10,800 442,476
Household International, Inc. ...................... 5,600 324,464
MBNA Corp. ......................................... 9,200 323,840
------------
1,624,665
------------
CONTAINERS & PACKAGING (PAPER)--0.1%
Temple-Inland, Inc. ................................ 1,700 96,441
------------
DISTRIBUTORS (FOOD & HEALTH)--0.6%
Cardinal Health, Inc. .............................. 3,800 245,708
SYSCO Corp. ........................................ 12,700 332,994
------------
578,702
------------
ELECTRIC COMPANIES--2.6%
Ameren Corp. ....................................... 3,000 126,900
American Electric Power Co., Inc. .................. 1,700 74,001
Cinergy Corp. ...................................... 4,100 137,063
CMS Energy Corp. ................................... 4,600 110,538
Consolidated Edison, Inc. .......................... 800 32,288
Constellation Energy Group, Inc. ................... 900 23,895
Dominion Resources, Inc. ........................... 2,100 126,210
DTE Energy Co. ..................................... 4,900 205,506
Duke Energy Corp. .................................. 2,100 82,446
Edison International (b) ........................... 11,500 173,650
Entergy Corp. ...................................... 9,500 371,545
FirstEnergy Corp. .................................. 2,700 94,446
FPL Group, Inc. .................................... 3,000 169,200
PG&E Corp. (b) ..................................... 13,900 267,436
Pinnacle West Capital Corp. ........................ 2,500 104,625
Potomac Electric Power Co. ......................... 1,300 29,341
PPL Corp. .......................................... 1,300 45,305
Progress Energy, Inc. .............................. 6,300 283,689
Reliant Energy, Inc. ............................... 1,600 42,432
Teco Energy, Inc. .................................. 1,100 28,864
TXU Corp. .......................................... 200 9,430
Wisconsin Energy Corp. ............................. 3,200 72,192
Xcel Energy, Inc. .................................. 6,000 166,440
------------
2,777,442
------------

SHARES VALUE
------ ------------
ELECTRICAL EQUIPMENT--4.1%
Cooper Industries, Inc. ............................ 1,700 $ 59,364
Emerson Electric Co. ............................... 4,800 274,080
General Electric Co. (c) ........................... 98,400 3,943,872
Rockwell International Corp. ....................... 3,100 55,366
------------
4,332,682
------------
ELECTRONICS (COMPONENT DISTRIBUTORS)--0.1%
Grainger (W.W.), Inc. .............................. 2,800 134,400
------------
ELECTRONICS (INSTRUMENTATION)--0.1%
Agilent Technologies, Inc. (b) ..................... 3,100 88,381
------------
ELECTRONICS (SEMICONDUCTORS)--3.8%
Altera Corp. (b) ................................... 7,400 157,028
Analog Devices, Inc. (b) ........................... 4,400 195,316
Applied Micro Circuits Corp. (b) ................... 800 9,056
Broadcom Corp. Class A (b) ......................... 1,900 77,653
Cypress Semiconductor Corp. (b) .................... 200 3,986
Intel Corp. (c) .................................... 69,500 2,185,775
Lattice Semiconductor Corp. (b) .................... 1,900 39,083
Linear Technology Corp. ............................ 4,700 183,488
LSI Logic Corp. (b) ................................ 1,600 25,248
Maxim Integrated Products, Inc. (b) ................ 3,400 178,534
Micron Technology, Inc. (b) ........................ 4,400 136,400
PMC-Sierra, Inc. (b) ............................... 1,500 31,890
Texas Instruments, Inc. ............................ 17,000 476,000
Vitesse Semiconductor Corp. (b) .................... 700 8,701
Xilinx, Inc. (b) ................................... 6,600 257,730
------------
3,965,888
------------
ENTERTAINMENT--2.3%
AOL Time Warner, Inc. (b) .......................... 44,100 1,415,610
Viacom, Inc. Class B (b) ........................... 20,100 887,415
Walt Disney Co. (The) .............................. 4,200 87,024
------------
2,390,049
------------
EQUIPMENT (SEMICONDUCTORS)--0.5%
Applied Materials, Inc. (b) ........................ 11,100 445,110
Teradyne, Inc. (b) ................................. 1,100 33,154
------------
478,264
------------
FINANCIAL (DIVERSIFIED)--5.3%
Ambac Financial Group, Inc. ........................ 4,100 237,226
American Express Co. ............................... 5,400 192,726
Citigroup, Inc. (c) ................................ 60,700 3,064,136
Fannie Mae ......................................... 13,500 1,073,250
Freddie Mac ........................................ 8,700 568,980
Morgan Stanley Dean Witter & Co. ................... 7,900 441,926
------------
5,578,244
------------
FOODS--0.6%
Campbell Soup Co. .................................. 500 14,935
Heinz (H.J.) Co. ................................... 4,900 201,488
Hershey Foods Corp. ................................ 500 33,850
Kellogg Co. ........................................ 5,200 156,520
Kraft Foods, Inc. Class A .......................... 7,900 268,837
------------
675,630
------------
FOOTWEAR--0.2%
NIKE, Inc. Class B ................................. 4,300 241,832
------------
HARDWARE & TOOLS--0.1%
Black & Decker Corp. (The) ......................... 3,400 128,282
------------
HEALTH CARE (DIVERSIFIED)--4.7%
Abbott Laboratories ................................ 16,400 914,300
American Home Products Corp. ....................... 22,000 1,349,920
Bristol-Myers Squibb Co. ........................... 16,400 836,400
Johnson & Johnson .................................. 31,100 1,838,010
------------
4,938,630
------------

See Notes to Financial Statements

PHOENIX-J.P. MORGAN RESEARCH ENHANCED INDEX SERIES

SHARES VALUE
------ ------------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--5.3%
Allergan, Inc. ..................................... 1,400 $ 105,070
Forest Laboratories, Inc. (b) ...................... 4,300 352,385
Lilly (Eli) & Co. .................................. 9,100 714,714
Merck & Co., Inc. .................................. 18,800 1,105,440
Pfizer, Inc. ....................................... 58,500 2,331,225
Pharmacia Corp. .................................... 8,600 366,790
Schering-Plough Corp. .............................. 17,700 633,837
------------
5,609,461
------------
HEALTH CARE (HOSPITAL MANAGEMENT)--0.7%
HCA, Inc. .......................................... 10,700 412,378
Tenet Healthcare Corp. (b) ......................... 5,400 317,088
------------
729,466
------------
HEALTH CARE (MANAGED CARE)--0.5%
CIGNA Corp. ........................................ 4,900 453,985
UnitedHealth Group, Inc. ........................... 100 7,077
WellPoint Health Networks, Inc. (b) ................ 900 105,165
------------
566,227
------------
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--1.7%
Applied Biosystems Group - Applera Corp. ........... 2,500 98,175
Bard (C.R.), Inc. .................................. 800 51,600
Baxter International, Inc. ......................... 10,200 547,026
Becton, Dickinson and Co. .......................... 7,100 235,365
Boston Scientific Corp. (b) ........................ 3,200 77,184
Guidant Corp. (b) .................................. 4,200 209,160
Medtronic, Inc. (b) ................................ 7,800 399,438
St. Jude Medical, Inc. (b) ......................... 1,900 147,535
Zimmer Holdings, Inc. (b) .......................... 900 27,486
------------
1,792,969
------------
HEALTH CARE (SPECIALIZED SERVICES)--0.0%
Omnicare, Inc. ..................................... 1,300 32,344
------------
HOUSEHOLD PRODUCTS (NON-DURABLE)--1.9%
Colgate-Palmolive Co. .............................. 8,900 513,975
Kimberly-Clark Corp. ............................... 6,200 370,760
Procter & Gamble Co. (The) ......................... 14,400 1,139,472
------------
2,024,207
------------
INSURANCE (LIFE/HEALTH)--1.4%
AFLAC, Inc. ........................................ 11,500 282,440
Jefferson Pilot Corp. .............................. 3,300 152,691
Lincoln National Corp. ............................. 4,200 203,994
MetLife, Inc. ...................................... 13,000 411,840
Protective Life Corp. .............................. 900 26,037
Prudential Financial, Inc. (b) ..................... 3,900 129,441
Torchmark Corp. .................................... 3,500 137,655
UnumProvident Corp. ................................ 5,700 151,107
------------
1,495,205
------------
INSURANCE (MULTI-LINE)--1.9%
American International Group, Inc. ................. 23,500 1,865,900
Hartford Financial Services Group, Inc. (The) ...... 1,500 94,245
------------
1,960,145
------------
INSURANCE (PROPERTY-CASUALTY)--0.6%
Allstate Corp. (The) ............................... 11,600 390,920
Chubb Corp. (The) .................................. 200 13,800
Cincinnati Financial Corp. ......................... 100 3,815
MBIA, Inc. ......................................... 4,100 219,883
------------
628,418
------------
INVESTMENT BANKING/BROKERAGE--1.1%
E*TRADE Group, Inc. (b) ............................ 13,500 138,375
Edwards (A.G.), Inc. ............................... 1,000 44,170
Goldman Sachs Group, Inc. (The) .................... 3,900 361,725
Instinet Group, Inc. (b) ........................... 2,800 28,140

SHARES VALUE
------ ------------
INVESTMENT BANKING/BROKERAGE--CONTINUED
Legg Mason, Inc. ................................... 200 $ 9,996
Merrill Lynch & Co., Inc. .......................... 3,400 177,208
Schwab (Charles) Corp. (The) ....................... 22,800 352,716
------------
1,112,330
------------
INVESTMENT MANAGEMENT--0.2%
Stilwell Financial, Inc. ........................... 5,900 160,598
T.Rowe Price Group, Inc. ........................... 2,300 79,879
------------
240,477
------------
IRON & STEEL--0.0%
Allegheny Technology, Inc. ......................... 1,400 23,450
------------
LEISURE TIME (PRODUCTS)--0.4%
Harley-Davidson, Inc. .............................. 2,500 135,775
Hasbro, Inc. ....................................... 4,900 79,527
Mattel, Inc. ....................................... 14,500 249,400
------------
464,702
------------
LODGING - HOTELS--0.5%
Carnival Corp. ..................................... 4,500 126,360
Marriott International, Inc. Class A ............... 6,000 243,900
Starwood Hotels & Resorts Worldwide, Inc. .......... 6,600 197,010
------------
567,270
------------
MACHINERY (DIVERSIFIED)--0.4%
Caterpillar, Inc. .................................. 4,400 229,900
Ingersoll-Rand Co. ................................. 4,000 167,240
------------
397,140
------------
MANUFACTURING (DIVERSIFIED)--3.1%
Danaher Corp. ...................................... 3,700 223,147
Eaton Corp. ........................................ 2,000 148,820
Honeywell International, Inc. ...................... 5,200 175,864
Illinois Tool Works, Inc. .......................... 1,800 121,896
ITT Industries, Inc. ............................... 3,300 166,650
Johnson Controls, Inc. ............................. 2,600 209,950
Parker-Hannifin Corp. .............................. 1,600 73,456
Tyco International Ltd. ............................ 28,300 1,666,870
United Technologies Corp. .......................... 6,700 433,021
------------
3,219,674
------------
NATURAL GAS--0.8%
Dynegy, Inc. Class A ............................... 7,700 196,350
El Paso Corp. ...................................... 11,900 530,859
NiSource, Inc. ..................................... 500 11,530
Williams Cos., Inc. (The) .......................... 3,800 96,976
------------
835,715
------------
OIL--0.5%
Conoco, Inc. ....................................... 11,800 333,940
Phillips Petroleum Co. ............................. 2,900 174,754
------------
508,694
------------
OIL & GAS (DRILLING & EQUIPMENT)--0.7%
Baker Hughes, Inc. ................................. 6,100 222,467
Cooper Cameron Corp. (b) ........................... 4,200 169,512
Diamond Offshore Drilling, Inc. .................... 4,400 133,760
Schlumberger Ltd. .................................. 700 38,465
Transocean Sedco Forex, Inc. ....................... 4,600 155,572
------------
719,776
------------
OIL & GAS (EXPLORATION & PRODUCTION)--0.1%
Anadarko Petroleum Corp. ........................... 1,700 96,645
------------
OIL (INTERNATIONAL INTEGRATED)--3.9%
ChevronTexaco Corp. ................................ 14,700 1,317,267
Exxon Mobil Corp. .................................. 72,000 2,829,600
------------
4,146,867
------------

See Notes to Financial Statements

PHOENIX-J.P. MORGAN RESEARCH ENHANCED INDEX SERIES

SHARES VALUE
------ ------------
PAPER & FOREST PRODUCTS--0.4%
Georgia-Pacific Corp. .............................. 5,700 $ 157,377
Weyerhaeuser Co. ................................... 4,300 232,544
Willamette Industries, Inc. ........................ 400 20,848
------------
410,769
------------
PERSONAL CARE--0.4%
Gilliette Co. (The) ................................ 12,000 400,800
------------
PHOTOGRAPHY/IMAGING--0.1%
Eastman Kodak Co. .................................. 3,400 100,062

PUBLISHING--0.2%
Gemstar-TV Guide International, Inc. (b) ........... 8,100 224,370
------------
PUBLISHING (NEWSPAPERS)--0.4%
Gannett Co., Inc. .................................. 6,300 423,549
New York Times Co. (The) Class A ................... 500 21,625
------------
445,174
------------
RAILROADS--0.4%
Burlington Northern Santa Fe Corp. ................. 9,800 279,594
CSX Corp. .......................................... 3,200 112,160
GATX Corp. ......................................... 500 16,260
Norfolk Southern Corp. ............................. 500 9,165
Union Pacific Corp. ................................ 800 45,600
------------
462,779
------------
RESTAURANTS--0.4%
McDonald's Corp. ................................... 17,500 463,225
------------
RETAIL (BUILDING SUPPLIES)--1.6%
Home Depot, Inc. (The) ............................. 28,000 1,428,280
Lowe's Cos., Inc. .................................. 6,400 297,024
------------
1,725,304
------------
RETAIL (COMPUTERS & ELECTRONICS)--0.1%
Best Buy Co., Inc. (b) ............................. 1,500 111,720
------------
RETAIL (DEPARTMENT STORES)--0.6%
Federated Department Stores, Inc. (b) .............. 3,500 143,150
Kohl's Corp. (b) ................................... 6,600 464,904
May Department Stores Co. (The) .................... 1,400 51,772
------------
659,826
------------
RETAIL (DRUG STORES)--0.3%
CVS Corp. .......................................... 3,500 103,600
Walgreen Co. ....................................... 7,700 259,182
------------
362,782
------------
RETAIL (FOOD CHAINS)--0.7%
Kroger Co. (The) (b) ............................... 9,200 192,004
Safeway, Inc. (b) .................................. 12,900 538,575
------------
730,579
------------
RETAIL (GENERAL MERCHANDISE)--2.9%
Costco Wholesale Corp. (b) ......................... 5,300 235,214
Target Corp. ....................................... 13,500 554,175
Wal-Mart Stores, Inc. (c) .......................... 40,200 2,313,510
------------
3,102,899
------------
RETAIL (SPECIALTY)--0.2%
Bed Bath & Beyond, Inc. (b) ........................ 7,000 237,300
------------
RETAIL (SPECIALTY-APPAREL)--0.5%
Abercrombie & Fitch Co. Class A (b) ............... 6,000 159,180
Limited, Inc. (The) ................................ 1,200 17,664
TJX Cos., Inc. (The) ............................... 9,900 394,614
------------
571,458
------------

SHARES VALUE
------ ------------
SAVINGS & LOAN COMPANIES--1.1%
Astoria Financial Corp. ............................ 900 $ 23,814
Charter One Financial, Inc. ........................ 3,800 103,170
Golden State Bancorp, Inc. ......................... 2,400 62,760
GreenPoint Financial Corp. ......................... 2,800 100,100
Indymac Bancorp, Inc. (b) .......................... 1,200 28,056
Washington Mutual, Inc. ............................ 24,500 801,150
------------
1,119,050
------------
SERVICES (ADVERTISING/MARKETING)--0.3%
Interpublic Group of Cos., Inc. (The) .............. 5,800 171,332
Omnicom Group, Inc. ................................ 1,700 151,895
------------
323,227
------------
SERVICES (COMMERCIAL & CONSUMER)--0.4%
Cendant Corp. (b) .................................. 18,800 368,668
Crown Castle International Corp. (b) ............... 1,000 10,680
------------
379,348
------------
SERVICES (COMPUTER SYSTEMS)--0.4%
Computer Sciences Corp. (b) ........................ 2,600 127,348
Electronic Data Systems Corp. ...................... 4,700 322,185
------------
449,533
------------
SERVICES (DATA PROCESSING)--0.4%
Automatic Data Processing, Inc. .................... 6,500 382,850
------------
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--0.8%
AT&T Wireless Services, Inc. (b) ................... 28,800 413,856
Nextel Communications, Inc. Class A (b) ............ 8,300 90,968
Sprint Corp. (PCS Group) (b) ....................... 14,300 349,063
------------
853,887
------------
TELECOMMUNICATIONS (LONG DISTANCE)--1.1%
AT&T Corp. ......................................... 33,200 602,248
Sprint Corp. (FON Group) ........................... 3,700 74,296
WorldCom, Inc. - MCI Group ......................... 900 11,430
WorldCom, Inc. - WorldCom Group (b)(c) ............. 33,600 473,088
------------
1,161,062
------------
TELEPHONE--3.5%
ALLTEL Corp. ....................................... 1,400 86,422
BellSouth Corp. .................................... 16,000 610,400
Qwest Communications International, Inc. ........... 26,400 373,032
SBC Communications, Inc. ........................... 29,900 1,171,183
Verizon Communications, Inc. ....................... 30,400 1,442,784
------------
3,683,821
------------
TEXTILES (APPAREL)--0.1%
Jones Apparel Group, Inc. (b) ...................... 3,800 126,046
------------
TOBACCO--1.5%
Philip Morris Cos., Inc. ........................... 33,500 1,535,975
------------
TRUCKS & PARTS--0.0%
Paccar, Inc. ....................................... 400 26,248
------------
WASTE MANAGEMENT--0.4%
Waste Management, Inc. ............................. 13,700 437,167
------------
TOTAL COMMON STOCKS
(Identified cost $106,629,553) ............................. 102,041,760
------------
FOREIGN COMMON STOCKS--1.9%
ALUMINUM--0.2%
Alcan Inc. (Canada) ................................ 6,700 240,731
------------
COMMUNICATIONS EQUIPMENT--0.2%
Nortel Networks Corp. (Canada) (b) ................. 29,700 222,750
------------

See Notes to Financial Statements

PHOENIX-J.P. MORGAN RESEARCH ENHANCED INDEX SERIES

SHARES VALUE
------ ------------
FOODS--0.5%
Unilever NV NY Registered Shares (Netherlands) ..... 8,500 $ 489,685
------------
GOLD & PRECIOUS METALS MINING--0.2%
Barrick Gold Corp. (Canada) ........................ 9,700 154,715
------------
OIL (INTERNATIONAL INTEGRATED)--0.8%
Royal Dutch Petroleum Co. NY Registered
Shares (Netherlands) ............................. 18,200 892,164
------------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $2,186,755) ............................... 2,000,045
------------
TOTAL LONG-TERM INVESTMENTS--98.7%
(Identified cost $108,970,038) ............................. 104,195,690
------------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ----- ------------
SHORT-TERM OBLIGATIONS--1.3%
COMMERCIAL PAPER--1.3%
Govco, Inc. 1.75%, 1/2/02 ............ A-1+ $1,345 1,344,934
------------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $1,344,934) ............................... 1,344,934
------------
TOTAL INVESTMENTS--100.0%
(Identified cost $110,314,972) ............................. 105,540,624(a)
Other assets and liabilities, net--0.0% .................... (47,184)
------------
NET ASSETS--100.0% ........................................... $105,493,440
============

(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $10,852,547 and gross
depreciation of $18,226,128 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$112,914,205.
(b) Non-income producing.
(c) All or portion segregated as collateral for futures contract.

See Notes to Financial Statements

PHOENIX-J.P. MORGAN RESEARCH ENHANCED INDEX SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $110,314,972) $105,540,624
Cash ........................................................ 2,426
Receivables
Dividends and interest .................................... 117,041
Fund shares sold .......................................... 77,722
Prepaid expenses ............................................ 951
------------
Total assets ............................................ 105,738,764
------------
LIABILITIES
Payables
Fund shares repurchased ................................... 122,182
Variation margin for futures contracts .................... 13,028
Printing fee .............................................. 37,873
Investment advisory fee ................................... 28,715
Professional fee .......................................... 24,536
Financial agent fee ....................................... 9,825
Trustees' fee ............................................. 3,262
Accrued expenses ............................................ 5,903
------------
Total liabilities ....................................... 245,324
------------
NET ASSETS .................................................. $105,493,440
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest .......... $119,752,686
Undistributed net investment income ....................... 103,661
Accumulated net realized loss ............................. (9,591,359)
Net unrealized depreciation ............................... (4,771,548)
------------
NET ASSETS .................................................. $105,493,440
============
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization ................................... 9,755,462
============
Net asset value and offering price per share ................ $10.81
======

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Dividends ................................................. $ 1,387,143
Interest .................................................. 56,776
Foreign taxes withheld .................................... (7,102)
------------
Total investment income ................................. 1,436,817
------------
EXPENSES
Investment advisory fee ................................... 480,618
Financial agent fee ....................................... 122,768
Custodian ................................................. 51,966
Printing .................................................. 48,103
Professional .............................................. 26,809
Trustees .................................................. 8,437
Miscellaneous ............................................. 9,820
------------
Total expenses .......................................... 748,521
Less expenses borne by investment adviser ............... (160,962)
Custodian fees paid indirectly .......................... (113)
------------
Net expenses ............................................ 587,446
------------
NET INVESTMENT INCOME ....................................... 849,371
------------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

Net realized loss on securities ........................... (8,533,979)
Net realized loss on futures contracts .................... (336,995)
Net change in unrealized appreciation
(depreciation) on investments ............................ (6,133,720)
------------
NET LOSS ON INVESTMENTS ..................................... (15,004,694)
------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ........ $(14,155,323)
============

See Notes to Financial Statements

PHOENIX-J.P. MORGAN RESEARCH ENHANCED INDEX SERIES

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
12/31/01 12/31/00
------------ ------------

FROM OPERATIONS
Net investment income (loss) .............................. $ 849,371 $ 984,086
Net realized gain (loss) .................................. (8,870,974) 1,124,106
Net change in unrealized appreciation (depreciation) ...... (6,133,720) (17,141,954)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS (14,155,323) (15,033,762)
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ..................................... (761,382) (979,081)
Net realized short-term gains ............................. -- (629,791)
Net realized long-term gains .............................. (676,397) (3,297,124)
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (1,437,779) (4,905,996)
------------ ------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (3,167,536 and 3,346,055
shares, respectively) .................................. 35,461,521 46,232,904
Net asset value of shares issued from reinvestment of
distributions (129,170 and 362,784 shares,
respectively) ........................................... 1,437,779 4,905,996
Cost of shares repurchased (2,833,213 and
3,422,855 shares, respectively) ......................... (31,437,657) (47,434,243)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS . 5,461,643 3,704,657
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS ..................... (10,131,459) (16,235,101)
NET ASSETS
Beginning of period ....................................... 115,624,899 131,860,000
------------ ------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT
INCOME (LOSS) OF $103,661 AND $15,672, RESPECTIVELY) .... $105,493,440 $115,624,899
============ ============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

FROM
YEAR ENDED DECEMBER 31, INCEPTION
----------------------------------------- 7/15/97 TO
2001(5) 2000 1999 1998 12/31/97
------ ------ ------ ------ ------

Net asset value, beginning of period ............................ $12.44 $14.64 $13.08 $10.49 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .................................. 0.09 0.11 0.12 0.12 0.05
Net realized and unrealized gain (loss) ....................... (1.57) (1.75) 2.33 3.19 0.54
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ............................ (1.48) (1.64) 2.45 3.31 0.59
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income .......................... (0.08) (0.11) (0.12) (0.12) (0.05)
Dividends from net realized gains ............................. (0.07) (0.45) (0.77) (0.60) (0.05)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS ......................................... (0.15) (0.56) (0.89) (0.72) (0.10)
------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE ....................................... (1.63) (2.20) 1.56 2.59 0.49
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD .................................. $10.81 $12.44 $14.64 $13.08 $10.49
====== ====== ====== ====== ======
Total return .................................................... (11.90)% (11.47)% 18.86% 31.68% 5.83%(3)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ........................... $105,493 $115,625 $131,860 $69,522 $30,851
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (2) ........................................ 0.55%(4) 0.55% 0.55% 0.55% 0.55%(1)
Net investment income ......................................... 0.80% 0.80% 0.95% 1.08% 1.46%(1)
Portfolio turnover rate ......................................... 40% 63% 45% 45% 9%(3)

<FN>
(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 0.70%,
0.69%, 0.75%, 0.82% and 1.05% for the periods ended December 31, 2001, 2000,
1999, 1998 and 1997, respectively.
(3) Not annualized.
(4) 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.
(5) As required, effective January 1, 2001, the Fund has adopted the provisions
of AICPA Audit and Accounting Guide for Investment Companies and began
amortizing premium on debt securities. There was no effect to net investment
income per share and net realized and unrealized gain (loss) per share and
the ratio of net investment income to average net assets. Per share ratios
and supplemental data from prior periods have not been restated to reflect
this change.
</FN>

See Notes to Financial Statements

PHOENIX-JANUS CORE EQUITY SERIES

INVESTOR PROFILE
The Fund is appropriate for investors seeking long-term growth of capital.

INVESTMENT ADVISER'S REPORT
Amid optimism for an economic recovery in 2002, the major stock indices
rallied through the final months of 2001 and erased the losses posted
immediately following the September 11th terrorist attacks. Helping embolden the
markets was the Federal Reserve, which cut interest rates 11 times during the
year to trim the key overnight lending rate to 1.75%, a 40-year low. In this
turbulent environment, the Portfolio fell 11.63%, but still beat its benchmark,
the S&P 500 Index(1) which fell 11.87%.

Minnesota Mining & Manufacturing (3M) supported our results. The company is
benefiting from new management direction from General Electric veteran Jim
McNerney, who took the helm on January 1, 2001, and immediately turned his
attention to improving the company's working capital structure, shoring up cash
flow and increasing the effectiveness of management. Another steady performer
was the world's largest brewer, Anheuser-Busch, which managed to introduce price
increases even as the economy slowed and pricing power became scarce.

On the downside, financial services giant Citigroup worked against us. The
recession hurt its corporate finance business, and the World Trade Center
disaster generated a $500 million loss for its insurance unit. Consequently, the
stock experienced some selling pressure. Exxon Mobil also disappointed as it
fell in lockstep with oil prices.

OUTLOOK
Looking ahead, I believe many issues need to be resolved before the economy
regains the solid footing necessary for a recovery. That being the case, we will
continue to focus on quality companies at attractive prices, confident that
those with the strongest fundamentals will prevail.

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Core Equity Series S&P 500 Index(1)
12/15/99 $10,000.00 $10,000.00
12/31/99 10,585.90 10,400.00
12/29/00 9,936.82 9,444.51
12/31/01 8,780.90 8,322.99

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01

FROM
INCEPTION
12/15/99 TO
1 YEAR 12/31/01
- ------------------------------------------------------------------------------
Core Equity Series (11.63)% (6.15)%
- ------------------------------------------------------------------------------
S&P 500 Index(1) (11.87)% (8.58)%
- ------------------------------------------------------------------------------

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

PHOENIX-JANUS CORE EQUITY SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
-------- -----------
COMMON STOCKS--85.1%
AIR FREIGHT--1.6%
FedEx Corp. (b) .................................... 6,420 $ 333,070
-----------
AUTO PARTS & EQUIPMENT--1.5%
Delphi Automotive Systems .......................... 22,675 309,740
-----------
AUTOMOBILES--1.0%
General Motors Corp. ............................... 4,315 209,709
-----------
BANKS (MAJOR REGIONAL)--2.0%
Bank of New York Co., Inc. (The) ................... 3,975 162,180
U.S. Bancorp ....................................... 11,803 247,037
-----------
409,217
-----------
BANKS (MONEY CENTER)--0.9%
Bank of America Corp. .............................. 3,100 195,145
-----------
BEVERAGES (ALCOHOLIC)--2.1%
Anheuser-Busch Cos., Inc. .......................... 9,630 435,372
-----------
BEVERAGES (NON-ALCOHOLIC)--1.2%
PepsiCo, Inc. ...................................... 5,082 247,442
-----------
BROADCASTING (TELEVISION, RADIO & CABLE)--2.5%
Clear Channel Communications, Inc. (b) ............. 3,895 198,294
Comcast Corp. Class A (b) .......................... 3,300 118,800
Entravision Communications Corp. (b) ............... 6,365 76,062
Spanish Broadcasting Systems, Inc. (b) ............. 12,700 125,603
-----------
518,759
-----------
CHEMICALS--1.5%
Du Pont (E.I.) de Nemours & Co. .................... 4,400 187,044
Lyondell Chemical Co. .............................. 8,720 124,958
-----------
312,002
-----------
CHEMICALS (SPECIALTY)--1.8%
Monsanto Co. ....................................... 10,990 371,462
-----------
COMMUNICATIONS EQUIPMENT--0.6%
CIENA Corp. ........................................ 8,060 115,339
-----------
COMPUTERS (HARDWARE)--2.4%
Apple Computer, Inc. (b) ........................... 16,085 352,261
International Business Machines Corp. .............. 1,300 157,248
-----------
509,509
-----------
COMPUTERS (PERIPHERALS)--1.2%
Lexmark International, Inc. (b) .................... 4,330 255,470
-----------
COMPUTERS (SOFTWARE & SERVICES)--4.6%
Cadence Design Systems, Inc. (b) ................... 11,040 241,997
Microsoft Corp. (b) ................................ 5,095 337,544
Oracle Corp. (b) ................................... 8,085 111,654
Perot Systems Corp. Class A ........................ 12,730 259,946
-----------
951,141
-----------
ELECTRICAL EQUIPMENT--2.8%
General Electric Co. ............................... 14,695 588,976
-----------
ELECTRONICS (SEMICONDUCTORS)--2.1%
Linear Technology Corp. ............................ 4,520 176,461
Maxim Integrated Products, Inc. (b) ................ 5,035 264,388
-----------
440,849
-----------
ENGINEERING & CONSTRUCTION--1.3%
Fluor Corp ......................................... 7,155 267,597
-----------
ENTERTAINMENT--4.0%
Viacom, Inc. Class B (b) ........................... 12,240 540,396
Walt Disney Co. (The) .............................. 14,355 297,436
-----------
837,832
-----------
SHARES VALUE
-------- -----------
FINANCIAL (DIVERSIFIED)--7.7%
American Express Co. ............................... 6,400 $ 228,416
Citigroup, Inc. .................................... 21,209 1,070,630
J.P. Morgan Chase & Co. ............................ 8,540 310,429
-----------
1,609,475
-----------
HEALTH CARE (DIVERSIFIED)--2.1%
American Home Products Corp. ....................... 7,250 444,860
-----------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--2.5%
Lilly (Eli) & Co. .................................. 2,565 201,455
Pfizer, Inc. ....................................... 7,810 311,229
-----------
512,684
-----------
HEALTH CARE (HOSPITAL MANAGEMENT)--2.2%
Tenet Healthcare Corp. (b) ......................... 7,805 458,310
-----------
HEALTH CARE (MANAGED CARE)--1.1%
CIGNA Corp. ........................................ 2,535 234,868
-----------
HOUSEHOLD PRODUCTS (NON-DURABLE)--2.8%
Kimberly-Clark Corp. ............................... 4,175 249,665
Procter & Gamble Co. (The) ......................... 4,125 326,411
-----------
576,076
-----------
INSURANCE (MULTI-LINE)--2.5%
American International Group, Inc. ................. 6,661 528,883
-----------
INSURANCE (PROPERTY-CASUALTY)--1.8%
Berkshire Hathaway, Inc. - Class B (b) ............. 150 378,750
-----------
INSURANCE BROKERS--3.8%
Aon Corp. .......................................... 6,860 243,667
Marsh & McLennan Cos., Inc. ........................ 5,135 551,756
-----------
795,423
-----------
LEISURE TIME (PRODUCTS)--1.5%
Harley-Davidson, Inc. .............................. 1,965 106,719
Mattel, Inc. ....................................... 12,055 207,346
-----------
314,065
-----------
LODGING - HOTELS--1.1%
Starwood Hotels & Resorts Worldwide, Inc. .......... 7,725 230,591
-----------
MANUFACTURING (DIVERSIFIED)--6.7%
Honeywell International, Inc. ...................... 13,960 472,127
Illinois Tool Works, Inc. .......................... 2,970 201,129
Minnesota Mining and Manufacturing Co. ............. 6,110 722,263
-----------
1,395,519
-----------
OIL & GAS (EXPLORATION & PRODUCTION)--1.9%
Anadarko Petroleum Corp. ........................... 1,720 97,782
Burlington Resources, Inc. ......................... 7,755 291,123
-----------
388,905
-----------
OIL (INTERNATIONAL INTEGRATED)--1.7%
Exxon Mobil Corp. .................................. 9,240 363,132
-----------
PUBLISHING (NEWSPAPERS)--1.1%
Gannett Co., Inc. .................................. 3,300 221,859
-----------
RETAIL (GENERAL MERCHANDISE)--1.7%
Target Corp. ....................................... 3,835 157,427
Wal-Mart Stores, Inc. .............................. 3,530 203,151
-----------
360,578
-----------
SERVICES (ADVERTISING/MARKETING)--1.2%
Lamar Advertising Co. .............................. 5,735 242,820
-----------

See Notes to Financial Statements

PHOENIX-JANUS CORE EQUITY SERIES

SHARES VALUE
-------- -----------
SERVICES (COMPUTER SYSTEMS)--1.6%
Electronic Data Systems Corp. ...................... 4,760 $ 326,298
-----------
SERVICES (DATA PROCESSING)--2.5%
Automatic Data Processing, Inc. .................... 8,655 509,779
-----------
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--2.5%
AT&T Wireless Services, Inc. (b) ................... 35,872 515,481
-----------
TOTAL COMMON STOCKS
(Identified cost $17,195,518) .............................. 17,716,987
-----------
FOREIGN COMMON STOCKS--4.7%
AUTOMOBILES--1.2%
Bayerische Motoren Werke AG (Germany) .............. 7,196 253,403
-----------
BEVERAGES (ALCOHOLIC)--0.8%
Diageo plc (United Kingdom) ........................ 13,919 159,024
-----------
INSURANCE (PROPERTY-CASUALTY)--2.6%
ACE Ltd. (Bermuda) ................................. 5,970 239,695
XL Capital Ltd. Class A (Bermuda) .................. 3,375 308,340
-----------
548,035
-----------
LODGING - HOTELS--0.1%
Fairmont Hotels & Resorts, Inc. (Canada) ........... 1,143 27,318
-----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $837,892) ................................. 987,780
-----------
FOREIGN PREFERRED STOCKS--1.0%
AUTOMOBILES--1.0%
PORSCHE AG Pfd. (Germany) .......................... 520 197,653
-----------
TOTAL FOREIGN PREFERRED STOCKS
(Identified cost $152,352) ................................. 197,653
-----------
CONVERTIBLE PREFERRED STOCKS--1.1%
ELECTRIC COMPANIES--0.7%
Reliant Energy, Inc. Cv. Pfd. 2% ................... 2,610 133,084
-----------
PUBLISHING (NEWSPAPERS)--0.4%
Tribune Co. Cv. Pfd. 2% ............................ 980 85,083
-----------
TOTAL CONVERTIBLE PREFERRED STOCKS
(Identified cost $314,326) ................................. 218,167
-----------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
---------- ----- -----------
AGENCY NON MORTGAGE-BACKED SECURITIES--0.7%
Fannie Mae 4.75%, 11/14/03 ................. AAA $ 65 $ 66,932
Fannie Mae 6.625%, 9/15/09 ................. AAA 80 85,455
-----------
TOTAL AGENCY NON MORTGAGE-BACKED SECURITIES
(Identified cost $147,820) ................................. 152,387
-----------
CORPORATE BONDS--0.4%
BEVERAGES (ALCOHOLIC)--0.1%
Anheuser Busch Cos., Inc. 6%, 4/15/11 ...... A+ 15 15,169
CHEMICALS--0.3%
Lyondell Chemical Cos. 9.625%, 5/1/07 ...... BB 66 66,825
-----------
TOTAL CORPORATE BONDS
(Identified cost $81,928) .................................. 81,994
-----------
CONVERTIBLE BONDS--0.5%
BROADCASTING (TELEVISION, RADIO & CABLE)--0.5%
Clear Channel Communication, Inc. Cv
2.625%, 4/1/03 ........................... BBB- 98 99,960
-----------
TOTAL CONVERTIBLE BONDS
(Identified cost $107,154) ................................. 99,960
-----------
TOTAL LONG-TERM INVESTMENTS--93.5%
(Identified cost $18,836,990) .............................. 19,454,928
-----------
SHORT-TERM OBLIGATIONS--6.2%
COMMERCIAL PAPER--4.3%
Tyco Capital Corp. 1.78%, 1/2/02 ........... A-1 900 899,956
-----------
FEDERAL AGENCY SECURITIES--1.9%
Freddie Mac 1.51%, 1/2/02 .................. AAA 400 399,983
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $1,299,939) ............................... 1,299,939
-----------
TOTAL INVESTMENTS--99.7%
(Identified cost $20,136,929) .............................. 20,754,867(a)
Other assets and liabilities, net--0.3% .................... 54,078
-----------
NET ASSETS--100.0% ............................................ $20,808,945
===========

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $1,583,575 and gross
depreciation of $1,028,723 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$20,200,015.
(b) Non-income producing.

See Notes to Financial Statements

PHOENIX-JANUS CORE EQUITY SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $20,136,929) $20,754,867
Cash ....................................................... 65,222
Receivables
Investment securities sold ............................... 34,227
Interest and dividends ................................... 24,941
Fund shares sold ......................................... 8,845
Prepaid expenses ........................................... 160
-----------
Total assets ........................................... 20,888,262
-----------
LIABILITIES
Payables
Fund shares repurchased .................................. 9,313
Professional fee ......................................... 27,499
Printing fee ............................................. 25,901
Investment advisory fee .................................. 5,286
Financial agent fee ...................................... 4,423
Trustees' fee ............................................ 3,262
Accrued expenses ........................................... 3,633
-----------
Total liabilities ...................................... 79,317
-----------
NET ASSETS ................................................. $20,808,945
===========

NET ASSETS CONSIST OF:

Capital paid in on shares of beneficial interest ......... $24,028,103
Accumulated net realized loss ............................ (3,837,070)
Net unrealized appreciation .............................. 617,912
-----------
NET ASSETS ................................................. $20,808,945
===========
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization .................................. 2,399,164
===========
Net asset value and offering price per share ............... $8.67
=====

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Dividends ................................................ $ 218,473
Interest ................................................. 106,988
Foreign taxes withheld ................................... (1,382)
-----------
Total investment income ................................ 324,079
-----------
EXPENSES
Investment advisory fee .................................. 159,545
Financial agent fee ...................................... 50,167
Professional ............................................. 29,482
Printing ................................................. 29,116
Custodian ................................................ 20,161
Trustees ................................................. 8,430
Miscellaneous ............................................ 7,620
-----------
Total expenses ......................................... 304,521
Less expenses borne by investment adviser .............. (116,357)
Custodian fees paid indirectly ......................... (466)
-----------
Net expenses ........................................... 187,698
-----------
NET INVESTMENT INCOME ...................................... 136,381
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .......................... (3,016,503)
Net realized loss on foreign currency .................... (408)
Net change in unrealized appreciation (depreciation)
on investments ......................................... 722,346
-----------
NET LOSS ON INVESTMENTS .................................... (2,294,565)
-----------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ....... $(2,158,184)
===========

See Notes to Financial Statements

PHOENIX-JANUS CORE EQUITY SERIES

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
12/31/01 12/31/00
----------- -----------

FROM OPERATIONS
Net investment income (loss) ............................................... $ 136,381 $ 79,592
Net realized gain (loss) ................................................... (3,016,911) (823,899)
Net change in unrealized appreciation (depreciation) ....................... 722,346 (234,850)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................ (2,158,184) (979,157)
----------- -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ...................................................... (144,397) (78,810)
Net realized short-term gains .............................................. -- (1,392)
----------- -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS .................... (144,397) (80,202)
----------- -----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (1,689,380 and 1,461,504 shares, respectively) 15,217,081 15,406,145
Net asset value of shares issued from reinvestment of distributions
(16,625 and 8,000 shares, respectively) .................................. 144,397 80,202
Cost of shares repurchased (807,498 and 186,518 shares, respectively) ...... (7,077,525) (1,903,529)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS .................. 8,283,953 13,582,818
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS ...................................... 5,981,372 12,523,459
NET ASSETS
Beginning of period ........................................................ 14,827,573 2,304,114
----------- -----------
END OF PERIOD (INCLUDING DISTRIBUTIONS IN EXCESS OF NET
INVESTMENT INCOME OF $0 AND ($751), RESPECTIVELY) ........................ $20,808,945 $14,827,573
=========== ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

YEAR ENDED
DECEMBER 31, FROM INCEPTION
------------------------- 12/15/99 TO
2001(7) 2000 12/31/99
------ ------ --------------

Net asset value, beginning of period .... $ 9.88 $10.59 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .......... 0.07(6) 0.06 0.01
Net realized and unrealized gain (loss) (1.22) (0.71) 0.58
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS .... (1.15) (0.65) 0.59
------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income .. (0.06) (0.06) --
Dividends from net realized gains ..... -- --(4) --
------ ------ ------
TOTAL DISTRIBUTIONS ................. (0.06) (0.06) --
------ ------ ------
CHANGE IN NET ASSET VALUE ............... (1.21) (0.71) 0.59
------ ------ ------
NET ASSET VALUE, END OF PERIOD .......... $ 8.67 $ 9.88 $10.59
====== ====== ======
Total return ............................ (11.63)% (6.13)% 5.86%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ... $20,809 $14,828 $2,304
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (3) ................ 1.00%(5) 1.00% 1.00%(1)
Net investment income ................. 0.73% 0.82% 1.89%(1)
Portfolio turnover rate ................. 99% 107% 11%(2)

<FN>
(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 1.62%,
2.54% and 18.81% for the periods ended December 31, 2001, 2000 and 1999,
respectively.
(4) Amount is less than $0.01.
(5) 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.
(6) Computed using average shares outstanding.
(7) As required, effective January 1, 2001, the Fund has adopted the provisions
of AICPA Audit and Accounting Guide for Investment Companies and began
amortizing premiums on debt securities. The effect of this change for the
year ended December 31, 2001 was to decrease the ratio of net investment
income to average net assets from 0.78% to 0.73%. There was no effect to net
investment income per share and net realized and unrealized gain (loss) per
share. Per share ratios and supplemental data for prior periods have not
been restated to reflect this change.
</FN>

See Notes to Financial Statements

PHOENIX-JANUS FLEXIBLE INCOME SERIES

INVESTOR PROFILE
The Fund is appropriate for investors seeking maximum total return,
consistent with preservation of capital.

INVESTMENT ADVISER'S REPORT
For the year ending December 31, 2001, the Portfolio offered a return of
7.24% and lagged its benchmark, the Lehman Brothers Government/Credit Bond
Index(1), which returned 8.50%.

Within the bond market, a divergent pattern evolved. On the short end,
rates fell, following the lead of the Federal Reserve's 11 rate cuts. Meanwhile,
rates on longer-term notes and bonds eased upward, reflecting the market's
expectations for an economic rebound in 2002. The long end of the market also
experienced some localized volatility due to the early November announcement
that the U.S. Treasury would no longer issue 30-year bonds.

High-yield positions account for about 10% of the Portfolio, and we limit
our focus to better quality offerings within the riskier high-yield landscape.
One contributor here was the nation's number 2 trash transporter Allied Waste
Industries, which reiterated a corporate-wide focus on boosting free cash flow
and shrinking its debt load.

Diminishing the Portfolio's performance were positions in Treasuries and
longer-term debt issued by Fannie Mae, as long-term interest rates perked up to
reflect an expected recovery. Prices on these holdings, which we consider core
positions, eased accordingly.

OUTLOOK
Our focus remains on corporations equipped to ride out the current
uncertain economy. We're also seeking out better-quality debt with higher
yields. I'm optimistic that the economy should see some positive influence from
the cheap short-term lending rates and the fiscal stimulus plan. However, I
don't feel the magnitude of the recovery is going to be so great as to cause
inflation to jump and hurt the fixed-income markets.

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Lehman Brothers Government/ Lehman Brothers
Flexible Income Series Credit Bond Index(1) Aggregate Bond Index(2)

12/15/99 $10,000.00 $10,000.00 $10,000.00
12/31/99 10,002.40 9,941.50 9,952.50
12/29/00 10,645.20 11,119.50 11,109.60
12/31/01 11,415.70 12,064.90 12,047.60

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01

FROM
INCEPTION
12/15/99 TO
1 YEAR 12/31/01
- --------------------------------------------------------------------------------
Flexible Income Series 7.24% 6.68%
- --------------------------------------------------------------------------------
Lehman Brothers Government/Credit Bond Index(1) 8.50% 9.61%
- --------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index(2) 8.44% 9.53%
- --------------------------------------------------------------------------------

(1) The Lehman Brothers Government/Credit Bond Index is an unmanaged, commonly
used measure of bond performance.
(2) The Lehman Brothers Aggregate Bond Index is an unmanaged, commonly used
measure of bond performance and is provided for general comparative
purposes. The indices are not available for direct investment.

PHOENIX-JANUS FLEXIBLE INCOME SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ------ -----------
U.S. GOVERNMENT SECURITIES--7.8%
U.S. TREASURY BONDS--4.3%
U.S. Treasury Bonds 6.25%, 5/15/30 ......... AAA $ 810 $ 877,426
U.S. Treasury Bonds 5.375%, 2/15/31 ........ AAA 265 261,274
-----------
1,138,700
-----------
U.S. TREASURY NOTES--3.5%
U.S. Treasury Notes 3.50%, 11/15/06 ........ AAA 290 279,555
U.S. Treasury Notes 5%, 8/15/11 ............ AAA 660 658,350
-----------
937,905
-----------
TOTAL U.S. GOVERNMENT SECURITIES
(Identified cost $2,136,849) ............................... 2,076,605
-----------
AGENCY NON MORTGAGE-BACKED SECURITIES--27.9%
Fannie Mae 4.75%, 1/2/07 ................... AAA 295 293,023
Fannie Mae 5%, 1/15/07 ..................... Aaa(f) 3,115 3,128,021
Fannie Mae 6.25%, 2/1/11 ................... AA- 1,000 1,017,136
Fannie Mae 6%, 5/15/11 ..................... AAA 2,160 2,194,804
Fannie Mae 6.625%, 11/15/30 ................ AAA 800 836,959
-----------
TOTAL AGENCY NON MORTGAGE-BACKED SECURITIES
(Identified cost $7,489,485) ............................... 7,469,943
-----------
CORPORATE BONDS--57.6%
BEVERAGES (NON-ALCOHOLIC)--0.8%
Coca Cola Enterprises, Inc. 6.125%, 8/15/11 A 225 226,415
-----------
BROADCASTING (TELEVISION, RADIO & CABLE)--4.7%
Adelphia Communications 8.125%, 7/15/03 .... NA(f) 295 294,262
CSC Holdings, Inc. 7.625%, 4/1/11 .......... BB+ 300 300,906
Echostar DBS Corp. 144A 9.125%, 1/15/09 (b) B+ 335 337,513
Fox Sports Networks LLC 8.875%, 8/15/07 .... BBB- 250 258,750
Mediacom Broadband LLC 11%, 7/15/13 ........ B+ 55 60,638
-----------
1,252,069
-----------
COMPUTERS (HARDWARE)--0.9%
International Business Machines Corp. ......
4.875%, 10/1/06 .......................... A+ 250 248,075
-----------
CONSUMER FINANCE--1.0%
Ford Motor Credit Corp. 5.75%, 2/23/04 ..... BBB+ 250 254,086
-----------
ELECTRIC COMPANIES--3.7%
Carolina Power and Light Co. 6.65%, 4/1/08 . BBB+ 150 153,858
Cinergy Corp. 6.25%, 9/1/04 ................ BBB+ 180 181,108
FirstEnergy Corp. 6.45%, 11/15/11 .......... BBB- 240 234,159
PSEG Power LLC 6.875%, 4/15/06 ............. BBB 250 256,020
PSEG Power LLC 7.75%, 4/15/11 .............. BBB 150 157,195
-----------
982,340
-----------
ELECTRONICS (DEFENSE)--1.7%
Raytheon Co. 6.50%, 7/15/05 ................ BBB 200 206,564
Raytheon Co. 6.15%, 11/1/08 ................ BBB- 250 248,332
-----------
454,896
-----------
ENTERTAINMENT--1.9%
AOL Time Warner, Inc. 6.125%, 4/15/06 ...... BBB+ 200 204,286
Viacom, Inc. 6.40%, 1/30/06 ................ A- 300 309,527
-----------
513,813
-----------
FINANCIAL (DIVERSIFIED)--2.3%
Citigroup, Inc. 7.25%, 10/1/10 ............. A+ 50 53,584
Golden State Bancorp, Inc. 7%, 8/1/03 ...... BB+ 400 403,580
Golden State Bancorp, Inc. 7.125%, 8/1/05 .. BB+ 165 165,642
-----------
622,806
-----------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ------ -----------
FOODS--3.8%
Conagra Foods, Inc. 6.75%, 9/15/11 ......... BBB+ $ 175 $ 178,789
Hormel Foods Corp. 144A 6.625%, 6/1/11 (b) . A 150 150,998
Kellogg Co. Series B 5.50%, 4/1/03 ......... BBB 250 256,133
Kellogg Co. Series B 6%, 4/1/06 ............ BBB 225 230,401
Kellogg Co. Series B 6.60%, 4/1/11 ......... BBB 200 205,550
-----------
1,021,871
-----------
GAMING, LOTTERY & PARI-MUTUEL COMPANIES--0.5%
Hard Rock Hotel, Inc. Series B 9.25%, 4/1/05 B- 150 144,750
-----------
HEALTH CARE (HOSPITAL MANAGEMENT)--3.6%
HCA, Inc. 6.91%, 6/15/05 ................... BB+ 305 314,004
HCA, Inc. 7.875%, 2/1/11 ................... BB+ 75 76,875
Tenet Healthcare Corp. 6.375%, 12/1/11 ..... BBB 195 188,593
Tenet Healthcare Corp. 144A 5.375%,
11/15/06 (b) ............................. BBB 400 391,245
-----------
970,717
-----------
HEALTH CARE (MANAGED CARE)--2.3%
UnitedHealth Group, Inc. 7.50%, 11/15/05 ... A 140 149,000
Wellpoint Health Network 6.375%, 6/15/06 ... A- 455 464,006
-----------
613,006
-----------
HEALTH CARE (SPECIALIZED SERVICES)--3.9%
HEALTHSOUTH Corp. 8.50%, 2/1/08 ............ BBB- 225 235,125
HEALTHSOUTH Corp. 144A 7.375%,
10/1/06 (b) .............................. BBB- 300 301,500
Quest Diagnostic Inc. 7.50%, 7/12/11 ....... BBB- 250 257,855
Quest Diagnostic, Inc. 6.75%, 7/12/06 ...... BBB- 250 256,727
-----------
1,051,207
-----------
HOMEBUILDING--0.3%
KB Home 8.625%, 12/15/08 ................... BB- 75 75,750
-----------
HOUSEHOLD PRODUCTS (NON-DURABLE)--1.6%
Dial Corp. (The) 7%, 8/15/06 ............... BBB- 280 281,734
Dial Corp. (The) 6.50%, 9/15/08 ............ BBB- 150 143,833
-----------
425,567
-----------
LEISURE TIME (PRODUCTS)--0.4%
Bally Total Fitness Holding Corp. Series D
9.875%, 10/15/07 ......................... B- 100 102,500
-----------
LODGING - HOTELS--0.3%
Host Marriott LP144A 9.50%, 1/15/07 (b) .... BB 90 90,562
-----------
MEDICAL PRODUCTS & SUPPLIES--0.2%
Vicar Operating, Inc.144A 9.875%, 12/1/09 (b) B- 60 61,500
OIL--2.1%
Conoco Funding Co. 5.45%, 10/15/06 ......... BBB+ 270 276,291
Conoco Funding Co. 6.35%, 10/15/11 ......... BBB+ 155 156,358
Occidental Petroleum Corp. 6.75%, 1/15/12 .. BBB 130 129,547
-----------
562,196
-----------
OIL & GAS (DRILLING & EQUIPMENT)--0.6%
Kinder Morgan Energy Partners LP 6.75%,
3/15/11 .................................. A- 100 99,989
Kinder Morgan Energy Partners LP 7.40%,
3/15/31 .................................. A- 50 50,167
-----------
150,156
-----------
OIL & GAS (EXPLORATION & PRODUCTION)--0.3%
Louis Dreyfus Natural Gas 6.875%, 12/1/07 .. BBB+ 70 72,491
-----------
POWER PRODUCERS (INDEPENDENT)--0.6%
Calpone Corp. 8.50%, 2/15/11 ............... BB+ 175 159,487
-----------

See Notes to Financial Statements

PHOENIX-JANUS FLEXIBLE INCOME SERIES

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ------ -----------
RETAIL (FOOD CHAINS)--6.7%
Delhaize America, Inc. 8.125%, 4/15/11 ..... BBB- $ 250 $ 274,401
Delhaize America, Inc. 144A 7.375%,
4/15/06 (b) .............................. BBB- 160 169,623
Kroger Co. 7.15%, 3/1/03 ................... BBB- 70 73,064
Kroger Co. 7.375%, 3/1/05 .................. BBB- 155 163,673
Kroger Co. 7.45%, 3/1/08 ................... BBB- 425 456,453
Kroger Co. 7.50%, 4/1/31 ................... BBB- 185 194,187
Safeway, Inc. 3.625%, 11/5/03 .............. BBB 90 89,495
Safeway, Inc. 6.15%, 3/1/06 ................ BBB 205 210,466
Safeway, Inc. 6.50%, 3/1/11 ................ BBB 150 152,946
-----------
1,784,308
-----------
RETAIL (GENERAL MERCHANDISE)--1.0%
Wal-Mart Stores, Inc. 6.875%, 8/10/09 ...... AA 250 270,572
-----------
SERVICES (COMMERCIAL & CONSUMER)--1.7%
Cendant Corp. 144A 6.875%, 8/15/06 (b) ..... BBB 200 193,187
PHH Corp. Series MTN 8.125%, 2/3/03 ........ A- 250 249,937
-----------
443,124
-----------
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--3.0%
Cingular Wireless 6.50%, 12/15/11 .......... A+ 90 91,184
Cingular Wireless 144A 7.125%, 12/15/31 (b) A+ 65 66,171
Verizon Global Funding Corp. Series BR
5.75%, 4/1/03 ............................ A+ 450 457,290
Verizon Wireless 144A 5.375%, 12/15/06 (b) . A+ 200 199,084
-----------
813,729
-----------
TELECOMMUNICATIONS (LONG DISTANCE)--1.5%
Qwest Capital Funding 144A 6.25%,
7/15/05 (b) .............................. BBB+ 250 247,890
Sprint Capital Corp. 144A 6%, 1/15/07 (b) .. BBB+ 165 163,826
-----------
411,716
-----------
TELEPHONE--1.0%
Qwest Capital Funding Cons Nts 5.875%
8/3/04 5.875%, 8/3/04 .................... BBB+ 280 277,171
-----------
WASTE MANAGEMENT--5.2%
Allied Waste North America, Inc. Series B
7.625%, 1/1/06 ........................... BB- 200 198,500
Republic Service, Inc. 6.75%, 8/15/11 ...... BBB 200 200,268
Waste Management, Inc. 7%, 10/1/04 ......... BBB 500 518,514
Waste Management, Inc. 7.38%, 8/1/10 ....... BBB 455 465,978
-----------
1,383,260
-----------
TOTAL CORPORATE BONDS
(Identified cost $15,220,937) .............................. 15,440,140
-----------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ------ -----------
FOREIGN GOVERNMENT SECURITIES--0.2%
MEXICO--0.2%
United Mexican States Global Bond 8.375%,
1/14/11 .................................. BB+ $ 60 $ 62,250
-----------
TOTAL FOREIGN GOVERNMENT SECURITIES
(Identified cost $61,746) .................................. 62,250
-----------
FOREIGN CORPORATE BONDS--0.7%
FRANCE--0.7%
France Telecom 144A 7.75%, 3/1/11 (b) ...... A- 170 182,088
-----------
TOTAL FOREIGN CORPORATE BONDS
(Identified cost $179,157) ................................. 182,088
-----------
CONVERTIBLE BONDS--0.0%
COMPUTERS (NETWORKING)--0.0%
Candescent Technologies Cv. 144A 8%,
5/1/03 (b)(c)(d)(e) ...................... NA 50 4,250
-----------
TOTAL CONVERTIBLE BONDS
(Identified cost $42,439) .................................. 4,250
-----------
TOTAL LONG-TERM INVESTMENTS--94.2%
(Identified cost $25,130,614) .............................. 25,235,276
-----------
SHORT-TERM OBLIGATIONS--4.9%
COMMERCIAL PAPER--4.9%
Tyco International Ltd. 1.78%, 1/2/02 ...... A-1 1,300 1,299,936
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $1,299,936) ............................... 1,299,936
-----------
TOTAL INVESTMENTS--99.1%
(Identified cost $26,430,550) .............................. 26,535,212(a)
Other assets and liabilities, net--0.9% .................... 253,233
-----------
NET ASSETS--100.0% ........................................... $26,788,445
===========

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $325,525 and gross
depreciation of $258,603 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$26,468,290.
(b) Security exempt from registration under Rule 144A of the Securities Act of
1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At December 31,
2001, these securities amounted to a value of $2,559,437 or 9.6% of net
assets.
(c) Non-income producing.
(d) Security valued at fair value as determined in good faith by or under the
direction of the Trustees. At December 31, 2001, this security, which is
included in the illiquid securities below, amounted to a value of $4,250 or
0.02% of net assets.
(e) Illiquid. At December 31, 2001, this security amounted to a value of $4,250
or 0.02% of net assets.
(f) As rated by Moody's or Fitch.

See Notes to Financial Statements

PHOENIX-JANUS FLEXIBLE INCOME SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value
(Identified cost $26,430,550) ........................ $26,535,212
Cash ................................................... 23,904
Receivables
Interest ............................................. 383,574
Fund shares sold ..................................... 34,885
Prepaid expenses ....................................... 150
-----------
Total assets ....................................... 26,977,725
-----------
LIABILITIES
Payables
Investment securities purchased ...................... 89,604
Fund shares repurchased .............................. 36,867
Professional fee ..................................... 27,549
Printing fee ......................................... 18,189
Investment advisory fee .............................. 6,041
Financial agent fee .................................. 4,768
Trustees' fee ........................................ 3,262
Accrued expenses ....................................... 3,000
-----------
Total liabilities .................................. 189,280
-----------
NET ASSETS ............................................. $26,788,445
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ..... $26,736,811
Undistributed net investment income .................. 16,381
Accumulated net realized loss ........................ (69,409)
Net unrealized appreciation .......................... 104,662
-----------
NET ASSETS ............................................. $26,788,445
===========
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization .............................. 2,615,047
===========
Net asset value and offering price per share ........... $10.24
======

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Interest ............................................. $1,220,469
----------
Total investment income ............................ 1,220,469
----------
EXPENSES
Investment advisory fee .............................. 156,044
Financial agent fee .................................. 52,045
Professional ......................................... 28,500
Printing ............................................. 22,102
Custodian ............................................ 17,626
Trustees ............................................. 8,431
Miscellaneous ........................................ 10,410
----------
Total expenses ..................................... 295,158
Less expenses borne by investment adviser .......... (109,321)
Custodian fees paid indirectly ..................... (539)
----------
Net expenses ....................................... 185,298
----------
NET INVESTMENT INCOME .................................. 1,035,171
----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities ...................... 314,331
Net realized loss on foreign currency ................ (754)
Net change in unrealized appreciation
(depreciation) on investments ....................... (154,312)
----------
NET GAIN ON INVESTMENTS ................................ 159,265
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ... $1,194,436
==========

See Notes to Financial Statements

PHOENIX-JANUS FLEXIBLE INCOME SERIES

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
12/31/01 12/31/00
----------- -----------

FROM OPERATIONS
Net investment income (loss) .................................................................. $ 1,035,171 $ 559,943
Net realized gain (loss) ...................................................................... 313,577 (202,563)
Net change in unrealized appreciation (depreciation) .......................................... (154,312) 265,821
----------- -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................................... 1,194,436 623,201
----------- -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ......................................................................... (1,025,894) (538,047)
Net realized short-term gains ................................................................. (125,681) --
Net realized long-term gains .................................................................. (69,856) --
----------- -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ..................................... (1,221,431) (538,047)
----------- -----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (1,804,732 and 734,472 shares, respectively) .................... 18,830,362 7,378,359
Net asset value of shares issued from reinvestment of distributions (119,019 and 53,762 shares,
respectively) ............................................................................... 1,221,431 538,047
Cost of shares repurchased (552,536 and 68,543 shares, respectively) .......................... (5,782,897) (686,671)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ..................................... 14,268,896 7,229,735
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS ......................................................... 14,241,901 7,314,889
NET ASSETS
Beginning of period ........................................................................... 12,546,544 5,231,655
----------- -----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $16,381 AND $9,338,
RESPECTIVELY) ............................................................................... $26,788,445 $12,546,544
=========== ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

YEAR ENDED
DECEMBER 31, FROM INCEPTION
---------------------------- 12/15/99 TO
2001(8) 2000 12/31/99
------ ------ --------------

Net asset value, beginning of period .... $10.09 $ 9.98 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .......... 0.55(7) 0.53 0.02
Net realized and unrealized gain (loss) 0.17 0.10 (0.02)
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS .... 0.72 0.63 --
------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income .. (0.49) (0.52) (0.02)
Dividends from net realized gains ..... (0.08) -- --
------ ------ ------
TOTAL DISTRIBUTIONS ................. (0.57) (0.52) (0.02)
------ ------ ------
CHANGE IN NET ASSET VALUE ............... 0.15 0.11 (0.02)
------ ------ ------
NET ASSET VALUE, END OF PERIOD .......... $10.24 $10.09 $ 9.98
====== ====== ======
Total return ............................ 7.24% 6.43% 0.02%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ... $ 26,788 $ 12,547 $ 5,232
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses .................... 0.95%(4)(6) 1.00(4)(5) 0.95%(1)(3)
Net investment income ................. 5.31% 6.63% 4.81%(1)
Portfolio turnover rate ................. 305% 227% 0%(2)

<FN>
(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 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 would have been 1.51% and
2.47% for the periods ended December 31, 2001 and 2000, respectively.
(5) For the year ended December 31, 2000, 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 have been 0.95%.
(6) For the year ended December 31, 2001 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.
(7) Computed using average shares outstanding.
(8) As required, effective January 1, 2001, the Fund has adopted the provisions
of AICPA Audit and Accounting Guide for Investment Companies and began
amortizing premium on debt securities. The effect of this change for the
year ended December 31, 2001 was to decrease net investment income per share
by $0.01, increase net realized and unrealized gains and losses per share by
$0.01 and decrease the ratio of net investment income to average net assets
from 5.41% to 5.31%. Per share ratios and supplemental data for prior
periods have not been restated to reflect this change.
</FN>

See Notes to Financial Statements

PHOENIX-JANUS GROWTH SERIES

INVESTOR PROFILE
The Fund is appropriate for investors seeking long-term growth of capital
in a manner consistent with the preservation of capital.

INVESTMENT ADVISER'S REPORT
Volatility was prevalent throughout much of the economic landscape in 2001.
With unemployment rising to a six-year high and earnings by U.S. companies
increasingly dismal, the Federal Reserve lowered interest rates 11 times to
1.75%. This influx of liquidity helped consumer spending hold up surprisingly
well despite the terrorist attacks of September 11th. In this environment, the
Portfolio fell 23.84%, underperforming its benchmark, the S&P 500 Index(1) which
fell 11.87%.

Among our top performers was Microsoft. While it may be surprising that a
technology name gained ground during the year, the software giant is often
considered a safe haven in the industry with its dominant market share and solid
cash flow. Investor perception aside, the company reported a number of positive
developments, including its antitrust settlement with the U.S. Justice
Department. Though there are still pending lawsuits with nine states, the issue
seems to be finally nearing a close. In addition, Microsoft launched Windows XP
and gaming console Xbox.

Elsewhere, one of our more defensive holdings, General Electric, ended the
period in negative territory. Nonetheless, CEO Jeffrey Immelt said the company
expects to grow earnings 17%-18% in 2002 during a recent meeting. Furthermore,
GE plans to launch an aggressive acquisition campaign as a result of its strong
balance sheet and weak economic conditions, which should enable it to take
advantage of some excellent buying opportunities.

OUTLOOK
Going forward, the economic outlook continues to be uncertain. With that in
mind, we will maintain our balanced investment approach. That is, weighing a
company's risk against its reward while being valuation sensitive.

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Growth Series S&P 500 Index(1)
12/15/99 $10,000.00 $10,000.00
12/31/99 10,599.90 10,400.00
12/29/00 9,415.93 9,444.51
12/31/01 7,171.17 8,322.99

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01
FROM
INCEPTION
12/15/99 TO
1 YEAR 12/31/01
- --------------------------------------------------------------------------
Growth Series (23.84)% (15.00)%
- --------------------------------------------------------------------------
S&P 500 Index(1) (11.87)% (8.58)%
- --------------------------------------------------------------------------

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

PHOENIX-JANUS GROWTH SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
------- -----------
COMMON STOCKS--84.6%
BANKS (MAJOR REGIONAL)--2.4%
Bank of New York Co., Inc. (The) ................... 40,025 $ 1,633,020
-----------
BEVERAGES (ALCOHOLIC)--1.9%
Anheuser-Busch Cos., Inc. .......................... 29,700 1,342,737
-----------
BROADCASTING (TELEVISION, RADIO & CABLE)--11.8%
Cablevision Systems Corp.-Rainbow Media Group (b) .. 37,560 927,732
Cablevision Systems New York Group ................. 26,650 1,264,543
Comcast Corp. Class A (b) .......................... 83,190 2,994,840
Liberty Media Corp. Class A (b) .................... 206,900 2,896,600
-----------
8,083,715
-----------
COMPUTERS (SOFTWARE & SERVICES)--6.9%
Microsoft Corp. (b) ................................ 57,255 3,793,144
Oracle Corp. (b) ................................... 70,650 975,676
-----------
4,768,820
-----------
ELECTRICAL EQUIPMENT--6.1%
General Electric Co. ............................... 80,025 3,207,402
Symbol Technologies, Inc. .......................... 62,015 984,798
-----------
4,192,200
-----------
ELECTRONICS (SEMICONDUCTORS)--4.2%
Linear Technology Corp. ............................ 47,465 1,853,034
Texas Instruments, Inc. ............................ 38,245 1,070,860
-----------
2,923,894
-----------
ENGINEERING & CONSTRUCTION--1.1%
Fluor Corp ......................................... 20,655 772,497
-----------
ENTERTAINMENT--8.3%
AOL Time Warner, Inc. (b) .......................... 60,425 1,939,642
Metro-Goldwyn-Maher, Inc. .......................... 36,895 808,001
Viacom, Inc. Class B (b) ........................... 66,275 2,926,041
-----------
5,673,684
-----------
EQUIPMENT (SEMICONDUCTORS)--2.5%
Applied Materials, Inc. (b) ........................ 42,820 1,717,082
-----------
FINANCIAL (DIVERSIFIED)--11.2%
Citigroup, Inc. .................................... 72,950 3,682,516
Fannie Mae ......................................... 36,200 2,877,900
Morgan Stanley Dean Witter & Co. ................... 19,845 1,110,130
-----------
7,670,546
-----------
GAMING, LOTTERY & PARI-MUTUEL COMPANIES--2.4%
MGM Mirage, Inc. (b) ............................... 58,400 1,686,008
-----------
HEALTH CARE (DIVERSIFIED)--1.6%
American Home Products Corp. ....................... 17,995 1,104,173
-----------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--10.6%
Genentech, Inc. (b) ................................ 55,820 3,028,235
Pfizer, Inc. ....................................... 79,368 3,162,815
Schering-Plough Corp. .............................. 29,915 1,071,256
-----------
7,262,306
-----------

SHARES VALUE
------- -----------
HOUSEHOLD PRODUCTS (NON-DURABLE)--1.7%
Colgate-Palmolive Co. .............................. 20,080 $ 1,159,620
-----------
INVESTMENT BANKING/BROKERAGE--1.3%
Schwab (Charles) Corp. (The) ....................... 57,375 887,591
-----------
MANUFACTURING (DIVERSIFIED)--1.4%
Honeywell International, Inc. ...................... 27,610 933,770
-----------
OIL & GAS (EXPLORATION & PRODUCTION)--3.6%
Anadarko Petroleum Corp. ........................... 43,025 2,445,971
-----------
OIL (INTERNATIONAL INTEGRATED)--0.9%
Exxon Mobil Corp. .................................. 16,360 642,948
-----------
RETAIL (DRUG STORES)--1.8%
Walgreen Co. ....................................... 37,150 1,250,469
-----------
RETAIL (GENERAL MERCHANDISE)--1.9%
Wal-Mart Stores, Inc. .............................. 22,695 1,306,097
-----------
TELEPHONE--1.0%
Qwest Communications International, Inc. ........... 48,940 691,522
-----------
TOTAL COMMON STOCKS
(Identified cost $64,835,977) .............................. 58,148,670
-----------
FOREIGN COMMON STOCKS--9.2%
COMMUNICATIONS EQUIPMENT--4.1%
Nokia Oyj ADR (Finland) ............................ 115,645 2,836,772
-----------
ELECTRICAL EQUIPMENT--2.6%
Flextronics International Ltd. (Singapore) (b) ..... 73,185 1,755,708
-----------
EQUIPMENT (SEMICONDUCTORS)--1.8%
ASML Holdings NV Registered Shares (Netherlands) (b) 72,700 1,239,535
-----------
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--0.7%
Vodafone Group plc ADR (United Kingdom) ............ 19,325 496,266
-----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $9,217,297) ............................... 6,328,281
-----------
TOTAL LONG-TERM INVESTMENTS--93.8%
(Identified cost $74,053,274) .............................. 64,476,951
-----------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000)
----------- ------
SHORT-TERM OBLIGATIONS--6.4%
COMMERCIAL PAPER--4.4%
Tyco Capital Corp. 1.78%, 1/2/02 ........... A-1 $ 3,000 2,999,852
-----------
FEDERAL AGENCY SECURITIES--2.0%
Freddie Mac 1.51%, 1/2/02 .................. AAA 1,400 1,399,941
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $4,399,793) ............................... 4,399,793
-----------
TOTAL INVESTMENTS--100.2%
(Identified Cost $78,453,067) .............................. 68,876,744(a)
Other assets and liabilities, net--(0.2)% .................. (133,699)
-----------
NET ASSETS--100.0% ........................................... $68,743,045
===========

(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $3,357,640 and gross
depreciation of $13,038,026 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$78,557,130.
(b) Non-income producing.

See Notes to Financial Statements

100

PHOENIX-JANUS GROWTH SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value
(Identified cost $78,453,067) ........................ $ 68,876,744
Cash ................................................... 2,675
Receivables
Fund shares sold ..................................... 111,016
Dividends and interest ............................... 21,534
Prepaid expenses ....................................... 626
------------
Total assets ....................................... 69,012,595
------------
LIABILITIES
Payables
Fund shares repurchased .............................. 102,160
Printing fee ......................................... 80,453
Investment advisory fee .............................. 45,410
Professional fee ..................................... 27,911
Financial agent fee .................................. 7,464
Trustees' fee ........................................ 3,262
Accrued expenses ....................................... 2,890
------------
Total liabilities .................................. 269,550
------------
NET ASSETS ............................................. $ 68,743,045
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ..... $ 99,869,736
Accumulated net realized loss ........................ (21,550,368)
Net unrealized depreciation .......................... (9,576,323)
------------
NET ASSETS ............................................. $ 68,743,045
============
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization .............................. 9,597,020
============
Net asset value and offering price per share ........... $7.16
=====

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Dividends ............................................ $ 375,190
Interest ............................................. 141,518
Foreign taxes withheld ............................... (4,101)
------------
Total investment income ............................ 512,607
------------
EXPENSES
Investment advisory fee .............................. 586,240
Financial agent fee .................................. 91,833
Printing ............................................. 84,271
Professional ......................................... 29,584
Custodian ............................................ 13,353
Trustees ............................................. 8,766
Miscellaneous ........................................ 7,912
------------
Total expenses ..................................... 821,959
Less expenses borne by investment adviser .......... (131,384)
Custodian fees paid indirectly ..................... (878)
------------
Net expenses ....................................... 689,697
------------
NET INVESTMENT LOSS .................................... (177,090)
------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities ...................... (19,633,207)
Net change in unrealized appreciation
(depreciation) on investments ...................... (53,121)
------------
NET LOSS ON INVESTMENTS ................................ (19,686,328)
------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ... $(19,863,418)
============

See Notes to Financial Statements

101

PHOENIX-JANUS GROWTH SERIES

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
12/31/01 12/31/00
------------ ------------

FROM OPERATIONS
Net investment income (loss) ...................................................... $ (177,090) $ 75,928
Net realized gain (loss) .......................................................... (19,633,207) (1,917,161)
Net change in unrealized appreciation
(depreciation) .................................................................. (53,121) (9,656,464)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ....................... (19,863,418) (11,497,697)
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ............................................................. -- (76,831)
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ......................... -- (76,831)
------------ ------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (5,787,397 and 8,295,438 shares,
respectively) ................................................................... 46,048,090 90,957,466
Net asset value of shares issued from reinvestment of
distributions (0 and 7,930 shares, respectively) ............................. -- 76,831
Cost of shares repurchased (3,580,790 and 1,221,888 shares,
respectively) ................................................................... (26,949,606) (13,226,452)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ......................... 19,098,484 77,807,845
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS ............................................. (764,934) 66,233,317
NET ASSETS
Beginning of period ............................................................... 69,507,979 3,274,662
------------ ------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME (LOSS) OF $0 AND $767,
RESPECTIVELY) ................................................................... $ 68,743,045 $ 69,507,979
============ ============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

YEAR ENDED
DECEMBER 31, FROM INCEPTION
------------------------- 12/15/99 TO
2001 2000 12/31/99
------ ------ --------------

Net asset value, beginning of period .... $ 9.41 $10.60 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .......... (0.02)(5) 0.01 0.01
Net realized and unrealized gain (loss) (2.23) (1.19) 0.59
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS .... (2.25) (1.18) 0.60
------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income .. -- (0.01) --
------ ------ ------
TOTAL DISTRIBUTIONS ................. -- (0.01) --
------ ------ ------
CHANGE IN NET ASSET VALUE ............... (2.25) (1.19) 0.60
------ ------ ------
NET ASSET VALUE, END OF PERIOD .......... $ 7.16 $ 9.41 $10.60
====== ====== ======
Total return ............................ (23.84)% (11.17)% 6.00%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ... $68,743 $69,508 $3,275
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (3) ................ 1.00%(4) 1.00% 1.00%(1)
Net investment income ................. (0.26)% 0.15% 1.61%(1)
Portfolio turnover rate ................. 35% 16% 0%(2)

<FN>
(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 1.19%,
1.24% and 17.29% for the periods ended December 31, 2001, 2000 and 1999,
respectively.
(4) For the period ended December 31, 2001 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.
(5) Computed using average shares outstanding.
</FN>

See Notes to Financial Statements

102

PHOENIX-MFS INVESTORS GROWTH STOCK SERIES

INVESTOR PROFILE
This Fund is appropriate for investors seeking long-term growth of capital
and future income rather than current income.

INVESTMENT ADVISER'S REPORT
For the 2 months ended December 31, 2001, the portfolio provided a total
return of 6.89%. These returns, which include the reinvestment of any
distributions, compare to a return of 7.58% over the same period for the
portfolio benchmark, the Russell 1000 Growth Index(1). The Fund's return also
compares to a 6.77% return over the same period for the the S&P 500 Index(2).
Looking at the market for growth stocks overall, the past year was very
difficult. Most market sectors suffered double-digit losses, and the losses were
greatest in sectors that historically have held the greatest opportunities for
growth investors -- such as technology and telecommunications.

Throughout the year, we think uncertainty dampened investors' willingness
to look beyond the next quarter or two of a company's potential performance. As
a result, a number of companies that we viewed as long-term winners were
severely punished for weakness we perceived as more short-term in nature. We saw
this as an opportunity to buy these stocks, rather than withdraw into
more-defensive issues or cash.

We think our near-term underperformance was in large part a result of our
remaining true to our style. We have stayed invested in growth stocks, we have
not sought shelter in value stocks, and we have not retreated to a large cash
position. Our shareholders have hired us to manage a large-cap growth portion of
their overall portfolios, and that is how we have remained invested. And while
the market penalized us for that discipline over the period, we believe we have
positioned the fund to benefit in a recovering market. Our experience over a
variety of market conditions has been that attempting to time the market by
changing investment styles does not lead to strong long-term performance.

On both an emotional and an economic level, the terrorist attacks of
September 11th were the most significant event of the period. Beyond the human
dimensions of the tragedy, which overshadow any other considerations, our sense
is that September 11th accelerated an economic process that was already in
place. We were in a period where corporate earnings were declining and the
economy was slowing down. We think September 11th, by driving the market down
sharply, may have caused it to reach a bottom earlier than would otherwise have
been the case.

The good news is that we think the conditions that may bring about a
recovery are already in place. As of the end of the period, both interest rates
and energy prices were down significantly from their peaks of about a year ago.
Business inventories, which ballooned at the start of the economic downturn,
have been drawn down to a point where we think new production will be necessary
to meet demand. And companies have reined in their costs and reduced head count,
which, although painful for employees in the short term, can make corporations
more competitive in the long run. We think the combination of these factors
points to a potential recovery in the second half of 2002. We would caution,
however, that we believe whatever recovery we do get will be gradual, and some
sectors will recover later than others.

In the midst of a tough economic environment, our research uncovered
opportunities in a number of areas over the period, and we adjusted the
Portfolio's positioning to pursue those opportunities. Although we've kept a
sizable piece of the portfolio invested in technology, our allocation to this
sector has not been static. We reduced our exposure early in the period as
corporate information technology spending ground to a virtual halt, causing
inventories to mushroom and prices to plummet. Over the summer of 2001, however,
we came to believe the sector was approaching a bottom. Stock valuations in many
cases had come down to what we felt were attractive levels, inventories were
down, and we saw signs of a slight uptick in demand. We began to selectively
increase our technology exposure--for the first time in nearly two years.

We don't expect technology spending to rebound to pre-2001 highs, but we do
think the case can be made for gradual improvement over the coming 12 to 24
months. We also believe that a recovery won't be uniform across all areas of
technology. For this reason, we favored software and semiconductor stocks over
networking and telecommunications equipment stocks.

Health care, leisure, and financial services stocks were three other areas
where we found opportunity. Health care was a case in which valuations (stock
prices in relation to factors such as earnings and cash flow) had risen in late
2000 to levels that we felt were too high, as investors sought alternatives to
technology stocks. When health care valuations corrected in the first half of
2001, we seized the opportunity to increase our exposure to several
pharmaceutical firms that we felt had promising products in their pipelines.

(1) The Russell 1000 Growth Index is an unmanaged, commonly used measure of
large-cap growth-oriented stock total return performance.
(2) The S&P 500 is an unmanaged, commonly used measure of stock market total
return performance and is provided for general comparative purposes.
The indices are not available for direct investment. Returns indicate past
performance, which is not predictive of future performance.

103

PHOENIX-MFS INVESTORS GROWTH STOCK SERIES

Later in the period, we invested in several drug distribution firms that
act as middlemen between drug manufacturers and large volume purchasers, such as
hospitals and pharmacy chains. We felt the market was underestimating the
long-term value of some of these distributors, especially those that had been
effective in helping their customers cut costs.

In the leisure sector, most of our investments were in
advertising-sensitive media firms. Historically, advertising has been one of the
first areas to suffer in a downturn, as corporations look for ways to cut
expenses, and one of the first areas to benefit from a recovery. In retrospect,
we may have been too early, although we still believe we are invested in the
right companies. Over the period, our leisure investments did not perform as
well as we had hoped. However, we believe that, in a reviving economy, these
stocks could benefit as the market recognizes the firms that have been gaining
market share during the downturn.

In the financial services area, we have been invested in several commercial
property and casualty insurance firms for some time. Over a year ago, our
analysts saw the potential for a turnaround in this industry, which had been in
a slump for over a decade. Underwriting losses had reduced the capacity to write
policies, allowing insurance firms to raise policy prices for the first time in
many years.

Although the events of September 11th seemed to be a debacle for insurance
firms, we would argue quite the opposite case. Strong companies with the
reserves to sustain losses from the terrorist attacks may, we believe, find
themselves with more pricing power as weaker competitors exit the business. In
addition, we think demand for insurance coverage could increase in this
environment.

NOTES TO SHAREHOLDERS: EFFECTIVE WITH THIS REPORT, THE RUSSELL 1000 GROWTH
INDEX HAS REPLACED THE STANDARD & POOR'S 500 STOCK INDEX (THE S&P 500) AS THE
PORTFOLIO' BENCHMARK. WE BELIEVE THE RUSSELL 1000 GROWTH INDEX MORE ACCURATELY
REFLECTS OUR GROWTH DISCIPLINE, OFFERING INVESTORS A MORE RELIABLE OBJECTIVE
MEASURE OF THE PORTFOLIO'S PERFORMANCE. FOR COMPARISON, WE WILL ALSO CONTINUE TO
PROVIDE RETURNS FOR THE S&P 500, A COMMONLY USED MEASURE OF THE BROAD STOCK
MARKET.

104

PHOENIX-MFS INVESTORS GROWTH STOCK SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
------ ----------

COMMON STOCKS--88.7%
AEROSPACE/DEFENSE--0.6%
Northrop Grumman Corp. ........................... 220 $ 22,178
----------
AIR FREIGHT--0.7%
FedEx Corp. (b) .................................. 560 29,053
----------
BANKS (MAJOR REGIONAL)--0.6%
Mellon Financial Corp. ........................... 650 24,453
----------
BANKS (MONEY CENTER)--0.4%
Bank of America Corp. ............................ 270 16,996
----------
BEVERAGES (ALCOHOLIC)--0.3%
Anheuser-Busch Cos., Inc. ........................ 260 11,755
----------
BEVERAGES (NON-ALCOHOLIC)--0.7%
PepsiCo, Inc. .................................... 550 26,779
----------
BIOTECHNOLOGY--2.4%
Amgen, Inc. (b) .................................. 770 43,459
Genzyme Corp. (b) ................................ 670 40,106
MedImmune, Inc. (b) .............................. 210 9,733
----------
93,298
----------
BROADCASTING (TELEVISION, RADIO & CABLE)--1.9%
Clear Channel Communications, Inc. (b) ........... 990 50,401
Comcast Corp. Class A (b) 690 24,840
----------
75,241
----------
CHEMICALS--0.8%
Praxair, Inc. .................................... 540 29,835
----------
COMMUNICATIONS EQUIPMENT--0.7%
QUALCOMM, Inc. (b) ............................... 520 26,260
----------
COMPUTERS (HARDWARE)--3.3%
Brocade Communications Systems, Inc. (b) ......... 440 14,572
Dell Computer Corp. (b) .......................... 1,360 36,965
International Business Machines Corp. ............ 430 52,013
Sun Microsystems, Inc. (b) ....................... 2,230 27,429
----------
130,979
----------
COMPUTERS (NETWORKING)--1.0%
Cisco Systems, Inc. (b) .......................... 2,250 40,747
----------
COMPUTERS (PERIPHERALS)--0.4%
EMC Corp. (b) .................................... 150 2,016
Lexmark International, Inc. (b) .................. 200 11,800
----------
13,816
----------
COMPUTERS (SOFTWARE & SERVICES)--7.5%
Adobe Systems, Inc. .............................. 440 13,662
Cadence Design Systems, Inc. (b) ................. 1,050 23,016
eBay, Inc. (b) ................................... 250 16,725
Intuit, Inc. (b) ................................. 280 11,979
Microsoft Corp. (b) .............................. 1,040 68,900
Oracle Corp. (b) ................................. 2,840 39,220
PeopleSoft, Inc. (b) ............................. 470 18,894
VeriSign, Inc. (b) ............................... 520 19,781
VERITAS Software Corp. (b) ....................... 1,840 82,487
----------
294,664
----------
CONSUMER FINANCE--1.4%
Capital One Financial Corp. ...................... 680 36,686
Household International,Inc. ..................... 330 19,120
----------
55,806
----------
DISTRIBUTORS (FOOD & HEALTH)--0.9%
ARAMARK Corp. Class B (b) ........................ 10 269
Cardinal Health, Inc. ............................ 530 34,270
----------
34,539
----------

SHARES VALUE
------ ----------

ELECTRICAL EQUIPMENT--1.1%
General Electric Co. ............................. 1,110 $ 44,489
----------
ELECTRONICS (SEMICONDUCTORS)--3.9%
Analog Devices, Inc. (b) ......................... 960 42,615
Linear Technology Corp. .......................... 860 33,574
Maxim Integrated Products, Inc. (b) .............. 20 1,050
Micron Technology, Inc. (b) ...................... 990 30,690
National Semiconductor Corp. (b) ................. 470 14,471
Texas Instruments, Inc. .......................... 1,120 31,360
----------
153,760
----------
ENTERTAINMENT--3.5%
AOL Time Warner, Inc. (b) ........................ 850 27,285
Viacom, Inc. Class B (b) ......................... 2,470 109,050
----------
136,335
----------
FINANCIAL (DIVERSIFIED)--5.5%
American Express Co. ............................. 1,250 44,613
Citigroup, Inc. .................................. 1,330 67,139
Freddie Mac ...................................... 820 53,628
Morgan Stanley Dean Witter & Co. ................. 760 42,514
Prudential Financial, Inc. (b) ................... 280 9,293
----------
217,187
----------
FOODS--0.5%
General Mills, Inc. .............................. 400 20,804
----------
FOOTWEAR--0.8%
NIKE, Inc. Class B ............................... 550 30,932
----------
HEALTH CARE (DIVERSIFIED)--5.8%
Abbott Laboratories .............................. 1,120 62,440
American Home Products Corp. ..................... 1,440 88,358
Johnson & Johnson ................................ 1,340 79,194
----------
229,992
----------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--5.9%
Allergan, Inc. ................................... 240 18,012
Forest Laboratories, Inc. (b) .................... 570 46,711
Genentech, Inc. (b) .............................. 240 13,020
Lilly (Eli) & Co. ................................ 590 46,339
Pfizer, Inc. ..................................... 2,730 108,791
----------
232,873
----------
HEALTH CARE (HOSPITAL MANAGEMENT)--0.7%
HCA, Inc. ........................................ 730 28,134
----------
HEALTH CARE (MANAGED CARE)--1.2%
UnitedHealth Group, Inc. ......................... 670 47,416
----------
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--1.2%
Applied Biosystems Group - Applera Corp. ......... 630 24,740
Baxter International, Inc. ....................... 210 11,262
Boston Scientific Corp. (b) ...................... 390 9,407
----------
45,409
----------
HOUSEHOLD PRODUCTS (NON-DURABLE)--0.2%
Kimberly-Clark Corp. ............................. 110 6,578
----------
INSURANCE (LIFE/HEALTH)--0.2%
Principal Financial Group (The), Inc. (b) ........ 270 6,480
----------
INSURANCE (MULTI-LINE)--1.8%
American International Group, Inc. ............... 900 71,460
----------
INSURANCE BROKERS--0.4%
Marsh & McLennan Cos., Inc. ...................... 140 15,043
----------

See Notes to Financial Statements

105

PHOENIX-MFS INVESTORS GROWTH STOCK SERIES

SHARES VALUE
------ ----------

INVESTMENT BANKING/BROKERAGE--2.6%
Goldman Sachs Group, Inc. (The) .................. 550 $ 51,013
Merrill Lynch & Co., Inc. ........................ 860 44,823
Schwab (Charles) Corp. (The) ..................... 390 6,033
----------
101,869
----------
LEISURE TIME (PRODUCTS)--1.2%
Harley-Davidson, Inc. ............................ 830 45,077
----------
LODGING - HOTELS--0.5%
Carnival Corp. ................................... 620 17,410
Starwood Hotels & Resorts Worldwide, Inc. ........ 110 3,283
----------
20,693
----------
MANUFACTURING (DIVERSIFIED)--8.2%
Danaher Corp. .................................... 710 42,820
Illinois Tool Works, Inc. ........................ 600 40,632
Minnesota Mining and Manufacturing Co. ........... 550 65,016
Tyco International Ltd. .......................... 2,940 173,166
----------
321,634
----------
NATURAL GAS--0.2%
El Paso Corp. .................................... 200 8,922
----------
OIL & GAS (EXPLORATION & PRODUCTION)--0.4%
Devon Energy Corp. ............................... 430 16,620
----------
PERSONAL CARE--1.7%
Avon Products, Inc. .............................. 530 24,645
Estee Lauder Cos., Inc. (The) Class A ............ 200 6,412
Gillette Co. (The) ............................... 1,050 35,070
----------
66,127
----------
POWER PRODUCERS (INDEPENDENT)--0.1%
Calpine Corp. (b) ................................ 320 5,373
----------
RESTAURANTS--0.5%
Tricon Global Restaurants, Inc. (b) .............. 430 21,156
----------
RETAIL (BUILDING SUPPLIES)--3.0%
Home Depot, Inc. (The) ........................... 750 38,258
Lowe's Cos., Inc. ................................ 1,720 79,825
----------
118,083
----------
RETAIL (DEPARTMENT STORES)--0.8%
Kohl's Corp. (b) ................................. 470 33,107
----------
RETAIL (DRUG STORES)--0.2%
CVS Corp. ........................................ 320 9,472
----------
RETAIL (FOOD CHAINS)--0.4%
Safeway, Inc. (b) ................................ 350 14,613
----------
RETAIL (GENERAL MERCHANDISE)--4.1%
Costco Wholesale Corp. (b) ....................... 970 43,049
Target Corp. ..................................... 2,230 91,541
Wal-Mart Stores, Inc. ............................ 480 27,624
----------
162,214
----------
RETAIL (SPECIALTY)--0.3%
Staples, Inc. (b) ................................ 710 13,277
----------
RETAIL (SPECIALTY-APPAREL)--0.2%
Gap, Inc. (The) .................................. 520 7,249
----------
SERVICES (ADVERTISING/MARKETING)--0.6%
Omnicom Group, Inc. .............................. 250 22,338
----------
SERVICES (COMMERCIAL & CONSUMER)--0.8%
Cendant Corp. (b) ................................ 1,690 33,141
----------

SHARES VALUE
------ ----------

SERVICES (COMPUTER SYSTEMS)--0.6%
Electronic Data Systems Corp. .................... 370 $ 25,364
----------
SERVICES (DATA PROCESSING)--3.9%
Automatic Data Processing, Inc. .................. 840 49,476
Concord EFS, Inc. (b) ............................ 510 16,718
First Data Corp. ................................. 1,090 85,510
----------
151,704
----------
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--1.1%
AT&T Wireless Services, Inc. (b) ................. 1,430 20,549
Sprint Corp. (PCS Group) (b) ..................... 920 22,457
----------
43,006
----------
TOBACCO--0.4%
Philip Morris Cos., Inc. ......................... 330 15,131
----------
TRUCKERS--0.6%
United Parcel Service, Inc. Class B .............. 410 22,345
----------
TOTAL COMMON STOCKS
(Identified cost $3,290,449) ............................... 3,491,806
----------
FOREIGN COMMON STOCKS--6.8%
BEVERAGES (ALCOHOLIC)--0.0%
Diageo plc (United Kingdom) ...................... 140 1,599
----------
COMMUNICATIONS EQUIPMENT--1.1%
Nokia Oyj ADR (Finland) .......................... 1,670 40,965
----------
COMPUTERS (SOFTWARE & SERVICES)--0.2%
SAP AG (Germany) ................................. 70 9,175
----------
ELECTRONICS (SEMICONDUCTORS)--1.2%
STMicroelectronics NV (Switzerland) .............. 770 24,386
Taiwan Semiconductor Manufacturing Co.
Ltd. ADR (Taiwan)(b) ........................... 1,270 21,806
----------
46,192
----------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--1.1%
Sanofi-Synthelabo SA (France) .................... 580 43,276
----------
INSURANCE (PROPERTY-CASUALTY)--2.4%
ACE Ltd. (Bermuda) ............................... 1,260 50,589
XL Capital Ltd. Class A (Bermuda) ................ 460 42,026
----------
92,615
----------
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--0.8%
Vodafone Group plc ADR (United Kingdom) .......... 1,268 32,562
----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $243,221) ................................. 266,384
----------
TOTAL LONG-TERM INVESTMENTS--95.5%
(Identified cost $3,533,670) ............................... 3,758,190
----------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000)
----------- -----
SHORT-TERM OBLIGATIONS--5.4%
FEDERAL AGENCY SECURITIES--5.4%
Freddie Mac 1.49%, 1/2/02 ................. AAA $212 211,991
----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $211,991) ................................. 211,991
----------
TOTAL INVESTMENTS--100.9%
(Identified cost $3,745,661) ............................... 3,970,181(a)
Other assets and liabilities, net--(0.9)% .................. (35,532)
----------
NET ASSETS--100.0% $3,934,649
==========

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $260,813 and gross
depreciation of $48,035 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$3,757,403.
(b) Non-income producing.

See Notes to Financial Statements

106

PHOENIX-MFS INVESTORS GROWTH STOCK SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $3,745,661) ..... $3,970,181
Cash ............................................................ 1,995
Receivables
Fund shares sold .............................................. 15,646
Receivable from adviser ....................................... 15,180
Dividends ..................................................... 1,549
----------
Total assets ................................................ 4,004,551
----------
LIABILITIES
Payables
Investment securities purchased ............................... 40,388
Fund shares repurchased ....................................... 29
Professional fee .............................................. 17,824
Printing fee .................................................. 6,623
Financial agent fee ........................................... 3,217
Trustees' fee ................................................. 1,266
Accrued expenses ................................................ 555
----------
Total liabilities ........................................... 69,902
----------
NET ASSETS ...................................................... $3,934,649
==========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest .............. $3,721,261
Undistributed net investment income ........................... 295
Accumulated net realized loss ................................. (11,427)
Net unrealized appreciation ................................... 224,520
----------
NET ASSETS ...................................................... $3,934,649
==========
Shares of beneficial interest outstanding,
$1 par value, unlimited authorization ......................... 368,091
==========
Net asset value and offering price per share .................... $10.69
======

STATEMENT OF OPERATIONS
FROM INCEPTION OCTOBER 29, 2001 TO DECEMBER 31, 2001

INVESTMENT INCOME
Dividends ..................................................... $ 4,391
Interest ...................................................... 1,447
Foreign taxes withheld ........................................ (41)
--------
Total investment income ..................................... 5,797
--------
EXPENSES
Investment advisory fee ....................................... 4,483
Financial agent fee ........................................... 6,642
Professional .................................................. 17,824
Printing ...................................................... 6,637
Custodian ..................................................... 3,323
Trustees ...................................................... 1,266
Miscellaneous ................................................. 968
--------
Total expenses .............................................. 41,143
Less expenses borne by investment adviser ................... (35,454)
Custodian fees paid indirectly .............................. (9)
--------
Net expenses ................................................ 5,680
--------
NET INVESTMENT INCOME ........................................... 117
--------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities ............................... (11,427)
Net realized gain on foreign currency transaction ............. 178
Net change in unrealized appreciation (depreciation)
on investments .............................................. 224,520
--------
NET GAIN ON INVESTMENTS ......................................... 213,271
--------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ............ $213,388
========

See Notes to Financial Statements

107

PHOENIX-MFS INVESTORS GROWTH STOCK SERIES

STATEMENT OF CHANGES IN NET ASSETS

FROM INCEPTION
10/29/01 TO
12/31/01
--------------
FROM OPERATIONS
Net investment income (loss) ................................ $ 117
Net realized gain (loss) .................................... (11,249)
Net change in unrealized appreciation (depreciation) ........ 224,520
----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS . 213,388
----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (368,506 shares) .............. 3,725,658
Cost of shares repurchased (415 shares) ..................... (4,397)
----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ... 3,721,261
----------
NET INCREASE (DECREASE) IN NET ASSETS ....................... 3,934,649
NET ASSETS
Beginning of period ......................................... --
----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME
(LOSS) OF $295) ........................................... $3,934,649
==========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

FROM INCEPTION
10/29/01 TO
12/31/01
--------------
Net asset value, beginning of period .......................... $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ................................ --(4)
Net realized and unrealized gain (loss) ..................... 0.69
------
TOTAL FROM INVESTMENT OPERATIONS .......................... 0.69
------
CHANGE IN NET ASSET VALUE ..................................... 0.69
------
NET ASSET VALUE, END OF PERIOD ................................ $10.69
======
Total return .................................................. 6.89%(3)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ....................... $3,935
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1) ....................................... 0.95%(2)(5)
Net investment income (loss) ................................ 0.02%(2)
Portfolio turnover rate ....................................... 34%(3)

(1) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 6.88% for
the period ended December 31, 2001.
(2) Annualized.
(3) Not annualized.
(4) Amount is less than $0.01.
(5) 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.

See Notes to Financial Statements

108

PHOENIX-MFS INVESTORS TRUST SERIES

INVESTOR PROFILE
This Fund is appropriate for investors seeking long-term growth of capital
and secondarily the provision of reasonable current income.

INVESTMENT ADVISER'S REPORT
Since its inception on October 29, 2001, the Fund provided a total return
of 4.25%, including the reinvestment of any dividends and capital gain
distributions. These returns compare to a 6.77% return during the same period
for the Fund's benchmark, the S&P 500 Index(1).

With most of the broader market averages posting double-digit losses for
the second straight year, it's been one of the most difficult periods for equity
investors in over 30 years. Some of the factors influencing stocks prices over
the past year were the terrorist attacks, the reduction in consumer and
corporate spending, and the first recession in a decade. While all these factors
are important to note, we think it's important to point out that the primary
reason stocks are down so dramatically this year is because earnings and
earnings prospects for many companies have gone down dramatically.

Despite this difficult environment, our primary objective remains to look
for high-quality companies with superior growth characteristics whose stocks are
selling at reasonable prices based on our in-house research. We remain committed
to this approach, which is designed to try to outperform the broad U.S. equity
market over time but with less volatility. While we are always looking for
stocks that we believe are trading at attractive valuations, first and foremost,
we would describe ourselves as growth investors. As a result, one of the biggest
issues we faced early in the year was that it was a difficult time to be a
growth at the right price manager and many of the traditional growth stocks that
we believed were trading at reasonable valuations performed poorly during the
year. In particular, Safeway, which was one of the larger positions in the
portfolio, lost a lot of value despite posting healthy earnings growth and
possessing what we believed were strong business fundamentals.

The other area that hurt us early in the year was healthcare. As we looked
at the economy, we felt there was a good chance that economic activity would be
relatively weak throughout this year. Given this environment, and based on our
fundamental research, healthcare offered some of the best growth at the right
price opportunities in the market in our view. In particular, the pharmaceutical
companies looked most attractive to us. However, two things happened. First, the
market didn't agree with us, so many investors weren't focused on this industry.
Second, the industry was hurt by a slowdown in approvals for new drugs by the
Food and Drug Administration. This meant that new drug launches got pushed back
and investors became concerned that new revenue streams for the entire industry
would be deferred. We saw this as an opportunity, so we maintained our large
weighting in healthcare, and we added to them throughout the year. In recent
months, our health care holdings were some of the better contributors to the
performance and remained a core component of our investment strategy.

The second largest sector allocation is our well-diversified mix of
financial services companies with a focus on government-sponsored mortgage
enterprises such as the Federal Home Loan Mortgage Corporation. Other
significant holdings include, insurance provider American International Group,
diversified-financial services company Citibank, and First Data Corporation,
which provide payment services and transaction processing to the financial
services industry. In our view, these companies are attractively valued with
strong balance sheets and they offer a diversified way to take part in a future
rebound in the capital markets.

OUTLOOK
Our outlook remains cautious looking into 2002. We're somewhat concerned
about the quick rebound after September 11th because typically the market
recovers roughly six months before the end of a recession, and we think the
market may be in for a longer period of weak earnings before we see a recovery.
However, we believe the series is well-positioned in this environment. We
maintained our long term and valuation-sensitive orientation, currently holding
a heavier concentration of diversified, high-quality financial services
companies and defensive health care stocks. At the same time, we have sizeable
exposure to cyclical areas of the market such as technology, retailing, and
media and broadcasting because we think these areas could lead the market once
an economic recovery takes hold.

(1) The S&P 500 is an unmanaged, commonly used measure of stock market total
return performance. The index is not available for direct investment.
Returns indicate past performance, which is not predictive of future
performance.

109

PHOENIX-MFS INVESTORS TRUST SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
------ ---------

COMMON STOCKS--87.0%
AEROSPACE/DEFENSE--0.6%
Boeing Co. (The) .................................. 130 $ 5,041
General Dynamics Corp. ............................ 110 8,760
Northrop Grumman Corp. ............................ 70 7,057
----------
20,858
----------
AIR FREIGHT--0.2%
FedEx Corp. (b) ................................... 150 7,782
----------
ALUMINUM--0.9%
Alcoa, Inc. ....................................... 860 30,573
----------
BANKS (MAJOR REGIONAL)--2.7%
Comerica, Inc. .................................... 310 17,763
FleetBoston Financial Corp. ....................... 310 11,315
Mellon Financial Corp. ............................ 120 4,514
PNC Financial Services Group ...................... 250 14,050
SouthTrust Corp. .................................. 70 1,727
U.S. Bancorp ...................................... 200 4,186
Wells Fargo & Co. ................................. 870 37,802
----------
91,357
----------
BANKS (MONEY CENTER)--1.1%
Bank of America Corp. ............................. 600 37,770
----------
BEVERAGES (ALCOHOLIC)--1.0%
Anheuser-Busch Cos., Inc. ......................... 730 33,003
----------
BEVERAGES (NON-ALCOHOLIC)--0.9%
Coca-Cola Co. (The) ............................... 170 8,016
PepsiCo, Inc. ..................................... 460 22,397
----------
30,413
----------
BROADCASTING (TELEVISION, RADIO & CABLE)--0.8%
Clear Channel Communications, Inc. (b) ............ 460 23,419
Comcast Corp. Class A (b) ......................... 110 3,960
----------
27,379
----------
CHEMICALS--1.0%
Air Products and Chemicals, Inc. .................. 90 4,222
Du Pont (E.I.) de Nemours & Co. ................... 90 3,826
Praxair, Inc. ..................................... 330 18,233
Rohm & Haas Co. ................................... 180 6,233
----------
32,514
----------
COMMUNICATIONS EQUIPMENT--0.6%
CIENA Corp. (b) ................................... 120 1,717
Comverse Technology, Inc. (b) ..................... 20 448
Lucent Technologies, Inc. (b) ..................... 80 503
Motorola, Inc. .................................... 950 14,269
QUALCOMM, Inc. (b) ................................ 70 3,535
----------
20,472
----------
COMPUTERS (HARDWARE)--3.4%
Compaq Computer Corp. ............................. 520 5,075
Dell Computer Corp. (b) ........................... 660 17,939
International Business Machines Corp. ............. 730 88,301
Sun Microsystems, Inc. (b) ........................ 360 4,428
----------
115,743
----------
COMPUTERS (NETWORKING)--0.7%
Cisco Systems, Inc. (b) ........................... 1,220 22,094
----------
COMPUTERS (PERIPHERALS)--0.1%
EMC Corp. (b) ..................................... 180 2,419
Lexmark International, Inc. (b) ................... 40 2,360
----------
4,779
----------

SHARES VALUE
------ ---------

COMPUTERS (SOFTWARE & SERVICES)--4.7%
Adobe Systems, Inc. ............................... 450 $ 13,972
Amdocs Ltd.(b) .................................... 150 5,095
BMC Software, Inc. (b) ............................ 350 5,729
Cadence Design Systems, Inc. (b) .................. 40 877
Microsoft Corp. (b) ............................... 1,190 78,838
Oracle Corp. (b) .................................. 2,430 33,558
VeriSign, Inc. (b) ................................ 40 1,522
VERITAS Software Corp. (b) ........................ 450 20,174
----------
159,765
----------
CONSUMER FINANCE--0.6%
Capital One Financial Corp. ....................... 400 21,580
----------
DISTRIBUTORS (FOOD & HEALTH)--0.7%
Cardinal Health, Inc. 310 20,044
McKesson Corp. 30 1,122
SYSCO Corp. 90 2,360
----------
23,526
----------
ELECTRIC COMPANIES--1.5%
Dominion Resources, Inc. .......................... 270 16,227
Duke Energy Corp. ................................. 400 15,704
Exelon Corp. ...................................... 430 20,588
----------
52,519
----------
ELECTRICAL EQUIPMENT--3.1%
General Electric Co. .............................. 2,630 105,410
----------
ELECTRONICS (COMPONENT DISTRIBUTORS)--0.0%
Grainger (W.W.), Inc. ............................. 20 960
----------
ELECTRONICS (INSTRUMENTATION)--0.0%
Tektronix, Inc. (b) ............................... 50 1,289
----------
ELECTRONICS (SEMICONDUCTORS)--1.9%
Analog Devices, Inc. (b) .......................... 650 28,853
Intel Corp. ....................................... 540 16,983
Linear Technology Corp. ........................... 100 3,904
LSI Logic Corp. (b) ............................... 70 1,105
Texas Instruments, Inc. ........................... 540 15,120
----------
65,965
----------
ENTERTAINMENT--2.3%
AOL Time Warner, Inc. (b) ......................... 900 28,890
Viacom, Inc. Class B (b) .......................... 1,110 49,006
Walt Disney Co. (The) ............................. 40 829
----------
78,725
----------
EQUIPMENT (SEMICONDUCTORS)--0.1%
Lam Research Corp. (b) ............................ 30 697
Novellus Systems, Inc. (b) ........................ 90 3,550
----------
4,247
----------
FINANCIAL (DIVERSIFIED)--7.6%
Citigroup, Inc. ................................... 1,290 65,119
Fannie Mae ........................................ 490 38,955
Freddie Mac ....................................... 1,560 102,024
Morgan Stanley Dean Witter & Co. .................. 180 10,069
State Street Corp. ................................ 800 41,800
----------
257,967
----------
FOODS--0.1%
Kellogg Co. ....................................... 110 3,311
----------
FOOTWEAR--0.1%
NIKE, Inc. Class B ................................ 40 2,250
----------

See Notes to Financial Statements

110

PHOENIX-MFS INVESTORS TRUST SERIES

SHARES VALUE
------ ---------

HEALTH CARE (DIVERSIFIED)--4.7%
Abbott Laboratories ............................... 260 $ 14,495
American Home Products Corp. ...................... 1,050 64,428
Bristol-Myers Squibb Co. .......................... 550 28,050
Johnson & Johnson ................................. 920 54,372
----------
161,345
----------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--6.5%
Allergan, Inc. .................................... 180 13,509
Genentech, Inc. (b) ............................... 220 11,935
Lilly (Eli) & Co. ................................. 930 73,042
Merck & Co., Inc .................................. 70 4,116
Pfizer, Inc. ...................................... 2,360 94,046
Schering-Plough Corp. ............................. 690 24,709
----------
221,357
----------
HEALTH CARE (HOSPITAL MANAGEMENT)--0.6%
HCA, Inc. ......................................... 570 21,968
----------
HEALTH CARE (MANAGED CARE)--1.0%
CIGNA Corp. ....................................... 300 27,795
UnitedHealth Group, Inc. .......................... 70 4,954
----------
32,749
----------
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--2.1%
Applied Biosystems Group - Applera Corp. .......... 870 34,165
Guidant Corp. (b) ................................. 720 35,856
Stryker Corp. ..................................... 20 1,167
----------
71,188
----------
HOUSEHOLD PRODUCTS (NON-DURABLE)--1.5%
Colgate-Palmolive Co. ............................. 120 6,930
Kimberly-Clark Corp. .............................. 20 1,196
Procter & Gamble Co. (The) ........................ 530 41,939
----------
50,065
----------
INSURANCE (LIFE/HEALTH)--1.2%
AFLAC, Inc. ....................................... 430 10,561
Lincoln National Corp. ............................ 110 5,342
MetLife, Inc. ..................................... 560 17,741
UnumProvident Corp. ............................... 280 7,423
----------
41,067
----------
INSURANCE (MULTI-LINE)--2.9%
American International Group, Inc. ................ 1,000 79,400
Hartford Financial Services Group, Inc. (The) ..... 330 20,734
----------
100,134
----------
INSURANCE (PROPERTY-CASUALTY)--1.1%
Allstate Corp. (The) .............................. 80 2,696
Chubb Corp. (The) ................................. 10 690
St. Paul Cos., Inc. (The) ......................... 790 34,736
----------
38,122
----------
INSURANCE BROKERS--0.2%
Marsh & McLennan Cos., Inc. ....................... 70 7,522
----------
INVESTMENT BANKING/BROKERAGE--0.8%
Goldman Sachs Group, Inc. (The) ................... 140 12,985
Lehman Brothers Holdings, Inc. .................... 20 1,336
Merrill Lynch & Co., Inc. ......................... 220 11,466
----------
25,787
----------
LODGING - HOTELS--0.0%
Starwood Hotels & Resorts Worldwide, Inc. ......... 30 896
----------
MACHINERY (DIVERSIFIED)--0.9%
Caterpillar, Inc. ................................. 40 2,090
Deere & Co. ....................................... 580 25,323
Ingersoll-Rand Co. ................................ 40 1,672
----------
29,085
----------

SHARES VALUE
------ ---------

MANUFACTURING (DIVERSIFIED)--2.6%
Danaher Corp. ..................................... 170 $ 10,253
Minnesota Mining and Manufacturing Co. ............ 230 27,188
Tyco International Ltd. ........................... 880 51,832
----------
89,273
----------
MANUFACTURING (SPECIALIZED)--0.0%
Avery Dennison Corp. .............................. 20 1,131
----------
NATURAL GAS--1.3%
Dynegy, Inc. Class A .............................. 110 2,805
El Paso Corp. ..................................... 500 22,305
KeySpan Corp. ..................................... 40 1,386
NiSource, Inc. .................................... 350 8,071
Williams Cos., Inc. (The) ......................... 410 10,463
----------
45,030
----------
OIL--0.5%
Conoco, Inc. ...................................... 460 13,018
Occidental Petroleum Corp. ........................ 120 3,184
----------
16,202
----------
OIL & GAS (DRILLING & EQUIPMENT)--0.0%
Baker Hughes, Inc. ................................ 40 1,459
----------
OIL & GAS (EXPLORATION & PRODUCTION)--0.7%
Anadarko Petroleum Corp. .......................... 190 10,802
Apache Corp. ...................................... 164 8,180
Devon Energy Corp. ................................ 140 5,411
----------
24,393
----------
OIL (INTERNATIONAL INTEGRATED)--3.4%
ChevronTexaco Corp. ............................... 90 8,065
Exxon Mobil Corp. ................................. 2,700 106,110
----------
114,175
----------
PAPER & FOREST PRODUCTS--0.8%
International Paper Co. ........................... 630 25,421
----------
PERSONAL CARE--0.7%
Estee Lauder Cos., Inc. (The) Class A ............. 20 641
Gilliette Co. (The) ............................... 690 23,046
----------
23,687
----------
POWER PRODUCERS (INDEPENDENT)--0.1%
Calpine Corp. (b) 140 2,351
----------
PUBLISHING--0.4%
McGraw-Hill Cos., Inc. (The) ...................... 200 12,196
----------
PUBLISHING (NEWSPAPERS)--1.9%
Gannett Co., Inc. ................................. 460 30,926
New York Times Co. (The) Class A .................. 770 33,302
----------
64,228
----------
RESTAURANTS--0.1%
McDonald's Corp. .................................. 90 2,382
----------
RETAIL (BUILDING SUPPLIES)--0.3%
Home Depot, Inc. (The) ............................ 70 3,571
Lowe's Cos., Inc. ................................. 110 5,105
----------
8,676
----------
RETAIL (DISCOUNTERS)--0.0%
Family Dollar Stores, Inc. ........................ 20 600
----------
RETAIL (DRUG STORES)--0.1%
Walgreen Co. ...................................... 50 1,683
----------
RETAIL (FOOD CHAINS)--2.5%
Kroger Co. (The) (b) .............................. 970 20,244
Safeway, Inc. (b) ................................. 1,540 64,295
----------
84,539
----------

See Notes to Financial Statements

111

PHOENIX-MFS INVESTORS TRUST SERIES

SHARES VALUE
------ ---------

RETAIL (GENERAL MERCHANDISE)--2.6%
Costco Wholesale Corp. (b) ........................ 100 $ 4,438
Sears, Roebuck and Co. ............................ 420 20,009
Target Corp. ...................................... 500 20,525
Wal-Mart Stores, Inc. ............................. 760 43,738
----------
88,710
----------
RETAIL (SPECIALTY-APPAREL)--0.3%
Gap, Inc. (The) ................................... 670 9,340
----------
SERVICES (COMMERCIAL & CONSUMER)--0.1%
IMS Health, Inc. .................................. 180 3,512
----------
SERVICES (DATA PROCESSING)--2.2%
Automatic Data Processing, Inc. ................... 320 18,848
Concord EFS, Inc. (b) ............................. 220 7,212
First Data Corp. .................................. 600 47,070
----------
73,130
----------
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--0.5%
AT&T Wireless Services, Inc.(b) ................... 730 10,490
Sprint Corp. (PCS Group)(b) ....................... 220 5,370
----------
15,860
----------
TELECOMMUNICATIONS (LONG DISTANCE)--1.5%
AT&T Corp. ........................................ 1,470 26,666
Sprint Corp. (FON Group) .......................... 1,180 23,694
----------
50,360
----------
TELEPHONE--2.4%
ALLTEL Corp. ...................................... 90 5,555
BellSouth Corp. ................................... 520 19,838
Qwest Communications International, Inc. .......... 90 1,272
SBC Communications, Inc. .......................... 440 17,235
Verizon Communications, Inc. ...................... 820 38,917
----------
82,817
----------
TOBACCO--1.4%
Philip Morris Cos., Inc. .......................... 1,070 49,060
----------
TRUCKERS--0.4%
United Parcel Service, Inc. Class B ............... 250 13,625
----------
WASTE MANAGEMENT--0.0%
Waste Management, Inc. ............................ 40 1,276
----------
TOTAL COMMON STOCKS
(Identified cost $2,848,090) ............................... 2,958,652
----------
FOREIGN COMMON STOCKS--8.8%
BEVERAGES (ALCOHOLIC)--1.0%
Diageo plc (United Kingdom) ....................... 2,950 33,704
----------
CHEMICALS (SPECIALTY)--0.9%
Akzo Nobel NV (Netherlands) ....................... 380 16,968
Syngenta AG (Switzerland)(b) ...................... 260 13,467
----------
30,435
----------
COMMUNICATIONS EQUIPMENT--0.6%
Nokia Oyj ADR (Finland) ........................... 810 19,869
Nortel Networks Corp. (Canada)(b) ................. 140 1,050
----------
20,919
----------

SHARES VALUE
------ ---------

COMPUTERS (SOFTWARE & SERVICES)--0.1%
Check Point Software Technologies Ltd. (Israel)(b) 130 $ 5,186
----------
ELECTRICAL EQUIPMENT--0.1%
Flextronics International Ltd. (Singapore) (b) .... 100 2,399
----------
ELECTRONICS (SEMICONDUCTORS)--0.1%
STMicroelectronics NV (Switzerland) ............... 80 2,534
----------
FOODS--0.8%
Nestle SA Registered Shares Class B (Switzerland) . 126 26,865
----------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--1.6%
Novartis AG Registered Shares (Switzerland) ....... 810 29,272
Sanofi-Synthelabo SA (France) ..................... 360 26,861
----------
56,133
----------
INSURANCE (MULTI-LINE)--0.2%
Muenchener Rueckversicherungs-Gesellschaft AG
(Germany) ......................................... 20 5,431
----------
INSURANCE (PROPERTY-CASUALTY)--0.6%
XL Capital Ltd. Class A (Bermuda) ................. 230 21,013
----------
OIL & GAS (REFINING & MARKETING)--0.8%
TotalFinaElf SA (France) .......................... 190 27,135
----------
OIL (INTERNATIONAL INTEGRATED)--0.9%
BP plc ADR (United Kingdom) ....................... 700 32,557
----------
PAPER & FOREST PRODUCTS--0.0%
Jefferson Smurfit Group plc (Ireland) ............. 590 1,271
----------
RAILROADS--0.5%
Canadian National Railway Co. (Canada) ............ 355 17,139
----------
SERVICES (COMMERCIAL & CONSUMER)--0.4%
Reuters Group plc ADR (United Kingdom) ............ 210 12,598
----------
TELECOMMUNICATIONS (LONG DISTANCE)--0.2%
BCE, Inc. (Canada) ................................ 250 5,700
----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $288,525) ................................. 301,019
----------
TOTAL LONG-TERM INVESTMENTS--95.8%
(Identified cost $3,136,615) ............................... 3,259,671
----------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000)
----------- -----
SHORT-TERM OBLIGATIONS--12.1%
FEDERAL AGENCY SECURITIES--12.1%
Freddie Mac 1.49%, 1/2/02 ................. AAA $ 411 410,983
----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $410,983) ................................. 410,983
----------
TOTAL INVESTMENTS--107.9%
(Identified cost $3,547,598) ............................... 3,670,654(a)
Other assets and liabilities, net--(7.9)% .................. (269,759)
----------
NET ASSETS--100.0% ........................................... $3,400,895
==========

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $179,675 and gross
depreciation of $56,982 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$3,547,961.
(b) Non-income producing.

See Notes to Financial Statements

112

PHOENIX-MFS INVESTORS TRUST SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $3,547,598) ... $3,670,654
Cash .......................................................... 27,776
Foreign currency at value (Identified cost $15,377) ........... 15,519
Receivables
Receivable from adviser ..................................... 15,490
Fund shares sold ............................................ 6,136
Investment securities sold .................................. 3,633
Dividends ................................................... 2,634
----------
Total assets .............................................. 3,741,842
----------
LIABILITIES
Payables
Investment securities purchased ............................. 309,768
Fund shares repurchased ..................................... 7
Professional fee ............................................ 17,824
Financial agent fee ......................................... 3,215
Trustees' fee ............................................... 1,266
Accrued expenses .............................................. 8,867
----------
Total liabilities ......................................... 340,947
----------
NET ASSETS .................................................... $3,400,895
==========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ............ $3,269,013
Undistributed net investment income ......................... 4,228
Accumulated net realized gain ............................... 4,740
Net unrealized appreciation ................................. 122,914
----------
NET ASSETS .................................................... $3,400,895
==========
Shares of beneficial interest outstanding, $1 par value,
unlimited authorization ..................................... 326,229
==========
Net asset value and offering price per share $10.42
======

STATEMENT OF OPERATIONS
FROM INCEPTION OCTOBER 29, 2001 TO DECEMBER 31, 2001
INVESTMENT INCOME
Dividends ................................................... $ 7,688
Interest .................................................... 1,224
Foreign taxes withheld ...................................... (36)
--------
Total investment income ................................... 8,876
--------
EXPENSES
Investment advisory fee ..................................... 4,169
Financial agent fee ......................................... 6,631
Professional ................................................ 17,824
Printing .................................................... 6,636
Custodian ................................................... 3,327
Trustees .................................................... 1,266
Miscellaneous ............................................... 968
--------
Total expenses ............................................ 40,821
Less expenses borne by investment adviser ................. (35,527)
Custodian fees paid indirectly ............................ (13)
--------
Net expenses .............................................. 5,281
--------
NET INVESTMENT INCOME ......................................... 3,595
--------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities ............................. 4,740
Net realized gain on foreign currency transactions .......... 633
Net change in unrealized appreciation (depreciation) on
investments ............................................... 123,056
Net change in unrealized appreciation (depreciation) on foreign
currency and foreign currency transactions ................ (142)
--------
NET GAIN ON INVESTMENTS ....................................... 128,287
--------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS .......... $131,882
========

See Notes to Financial Statements

113

PHOENIX-MFS INVESTORS TRUST SERIES

STATEMENT OF CHANGES IN NET ASSETS

FROM INCEPTION
10/29/01 TO
12/31/01
----------

FROM OPERATIONS
Net investment income (loss) ................................................. $ 3,595
Net realized gain (loss) ..................................................... 5,373
Net change in unrealized appreciation (depreciation) ......................... 122,914
----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .................. 131,882
----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (327,032 shares) ............................... 3,277,340
Cost of shares repurchased (803 shares) ...................................... (8,327)
----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS .................... 3,269,013
----------
NET INCREASE (DECREASE) IN NET ASSETS ........................................ 3,400,895
NET ASSETS
Beginning of period .......................................................... --
----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME (LOSS) OF $4,228) $3,400,895
==========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

FROM INCEPTION
10/29/01 TO
12/31/01
------------

Net asset value, beginning of period ........................................... $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ................................................. 0.01
Net realized and unrealized gain (loss) ...................................... 0.41
------
TOTAL FROM INVESTMENT OPERATIONS ........................................... 0.42
------
CHANGE IN NET ASSET VALUE ...................................................... 0.42
------
NET ASSET VALUE, END OF PERIOD ................................................. $10.42
======
Total return ................................................................... 4.25%(3)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ........................................ $3,401
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1) ........................................................ 0.95%(2)(4)
Net investment income (loss) ................................................. 0.65%(2)
Portfolio turnover rate ........................................................ 4%(3)

<FN>
(1) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 7.34% for
the period ended December 31, 2001.
(2) Annualized.
(3) Not annualized.
(4) 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.
</FN>

See Notes to Financial Statements

114

PHOENIX-MFS VALUE SERIES

INVESTOR PROFILE
This series is appropriate for investors seeking capital appreciation and
reasonable income. The portfolio seeks undervalued companies that possess
high-quality management teams, strong cash flows, healthy balance sheets and an
opportunity for improved earnings growth. The portfolio also adheres to a very
disciplined approach towards managing risk. This process involves balancing
risks at the individual company level, sector level, and at the portfolio level.

INVESTMENT ADVISER'S REPORT
For the period since inception (October 29, 2001) through December 31,
2001, the portfolio provided a total return of 5.73%. This return, which
includes the reinvestment of any distributions but does not reflect any
applicable contract or surrender charges, compares to a return of 6.77% over the
period for the portfolio's benchmark, the S&P 500(1).

This past year has seen a number of unpleasant economic and financial
milestones. Among them were a recession -- the first in a decade; a downturn in
profits -- the steepest since the 1930s; and a major corporate bankruptcy -- the
largest in U.S. history. During the year the markets adjusted to those events
and dealt with the effects associated with the September 11th attacks.

While this difficult investment environment resulted in two consecutive
years of negative returns for U.S. equities, the market's dynamics shifted away
from growth to value stocks, creating a more favorable backdrop for the
portfolio's consistent value-oriented investment approach. With the exception of
the fourth quarter of 2001, where we witnessed a sharp rebound in growth stocks,
the past twelve months were marked by a dramatic turnaround in market sentiment.
Investors soured on previously favored technology, telecommunications, and media
stocks that had reached lofty valuations and fled to more-defensive,
value-oriented investments.

While the portfolio lagged its Lipper Equity Income category average and
the S&P 500 during the period. The portfolio returned 5.73% while the benchmarks
returned 7.05% and 6.77%, respectively. It's difficult to determine exactly what
caused the portfolio to underperform the average equity income portfolio because
it includes such a broad range of competitors, however, the portfolio's
performance was hurt primarily by our large exposure to energy and utilities
stocks. These stocks came under pressure during the period due to
weaker-than-expected demand for energy and uncertainty surrounding commodity
prices for oil and natural gas. Other detractors included mixed performance from
our holdings in the financial services and health care sectors.

On a more positive note, strong stock selection across a broad range of
industries and our consistent underweighting in technology stocks contributed
favorably to performance during the past year. Despite some weakness in the
energy, utilities, and health care sectors throughout the year, our stock
selection in these traditionally defensive areas provided a boost to performance
versus the S&P 500. In the past three months, oil services companies such as
Apache Corporation and Schlumberger performed well. Utility holdings such as
National Fuel Gas and Nstar, also provided stable results. In the health care
sector, pharmaceuticals company Abbott Labs contributed to performance, as did
medical equipment manufacturer Guidant Corporation. Consumer staples stocks,
such as Archer Daniels, Procter & Gamble, and Gillette, also help performance.

In this uncertain environment, our primary objective remains to try to
outperform our benchmarks with lower volatility. Over time, we believe we can
achieve this objective by maintaining a consistent focus on inexpensive stocks
of high-quality companies with solid or improving balance sheets and cash flows.
Through our independent research, we also strive to find companies with
management teams that we believe are taking the right steps to improve the value
of the company. Most importantly, however, we adhere to a very disciplined
approach toward managing risks in the portfolio. This process involves analyzing
risks at the company and sector levels by analyzing industry trends and by
maintaining a diversified portfolio.

OUTLOOK
As far as the economy is concerned, the outlook is a bit cloudy right now.
Until evidence of a recovery in corporate earnings becomes more compelling,
we're likely to maintain our defensive investment strategy. While we think the
recession could last several more months, baring any unforeseen crisis, we
anticipate a recovery in the second half of the year. That said, we are
beginning to concentrate on companies that are likely to benefit once the
economy begins to turn around. Accordingly, we think our largest holdings
exemplify our conservative approach to stockpicking, our emphasis on
high-quality companies with improving business fundamentals, and our confidence
in the long-term health of the U.S. economy.

115

PHOENIX-MFS VALUE SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
------ ----------

COMMON STOCKS--88.5%
AEROSPACE/DEFENSE--0.3%
Northrop Grumman Corp. ........................... 120 $ 12,097
----------
AGRICULTURAL PRODUCTS--0.7%
Archer-Daniels-Midland Co. ....................... 2,430 34,870
----------
ALUMINUM--2.5%
Alcan Inc. ....................................... 850 30,540
Alcoa, Inc. ...................................... 2,470 87,809
----------
118,349
----------
AUTO PARTS & EQUIPMENT--0.9%
Delphi Automotive Systems ........................ 2,980 40,707
----------
BANKS (MAJOR REGIONAL)--5.0%
FleetBoston Financial Corp. ...................... 2,440 89,060
Mellon Financial Corp. ........................... 1,700 63,954
PNC Financial Services Group ..................... 840 47,208
SouthTrust Corp. ................................. 1,320 32,564
----------
232,786
----------
BANKS (MONEY CENTER)--1.8%
Bank of America Corp. ............................ 1,370 86,242
----------
BEVERAGES (NON-ALCOHOLIC)--1.3%
PepsiCo, Inc. .................................... 1,220 59,402
----------
BROADCASTING (TELEVISION, RADIO & CABLE)--2.2%
Comcast Corp. Class A (b) ........................ 1,470 52,920
Cox Communications, Inc. Class A (b) ............. 1,160 48,616
----------
101,536
----------
CHEMICALS--2.0%
Air Products and Chemicals, Inc. ................. 1,340 62,859
Praxair, Inc. .................................... 580 32,045
----------
94,904
----------
CHEMICALS (DIVERSIFIED)--1.2%
PPG Industries, Inc. ............................. 1,090 56,375
----------
COMPUTERS (HARDWARE)--1.7%
International Business Machines Corp. ............ 440 53,222
Sun Microsystems, Inc. (b) ....................... 2,030 24,969
----------
78,191
----------
COMPUTERS (SOFTWARE & SERVICES)--0.1%
Oracle Corp. (b) ................................. 390 5,386
----------
ELECTRIC COMPANIES--3.3%
Dominion Resources, Inc. ......................... 760 45,676
FirstEnergy Corp. ................................ 670 23,437
FPL Group, Inc. .................................. 280 15,792
NSTAR ............................................ 1,010 45,298
Pinnacle West Capital Corp. ...................... 620 25,947
----------
156,150
----------
ELECTRICAL EQUIPMENT--0.6%
Rockwell International Corp. ..................... 1,650 29,469
----------
ELECTRONICS (INSTRUMENTATION)--0.5%
Agilent Technologies, Inc. (b) ................... 870 24,804
----------
ELECTRONICS (SEMICONDUCTORS)--1.1%
Analog Devices, Inc. (b) ......................... 510 22,639
Texas Instruments, Inc. .......................... 1,010 28,280
----------
50,919
----------

SHARES VALUE
------ ----------

ENTERTAINMENT--2.4%
Viacom, Inc. Class B (b) ......................... 1,900 $ 83,885
Walt Disney Co. (The) ............................ 1,350 27,972
----------
111,857
----------
FINANCIAL (DIVERSIFIED)--8.4%
American Express Co. ............................. 970 34,619
Citigroup, Inc. .................................. 2,990 150,935
Equity Office Properties Trust ................... 800 24,064
Equity Residential Properties Trust .............. 1,850 53,114
Fannie Mae ....................................... 500 39,750
Freddie Mac ...................................... 680 44,472
Morgan Stanley Dean Witter & Co. ................. 850 47,549
----------
394,503
----------
FOODS--1.9%
Kellogg Co. ...................................... 1,910 57,491
Smucker (J.M.) Co. (The) ......................... 850 30,073
----------
87,564
----------
HEALTH CARE (DIVERSIFIED)--2.5%
Abbott Laboratories .............................. 1,480 82,510
American Home Products Corp. ..................... 590 36,202
----------
118,712
----------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--1.8%
Merck & Co., Inc. ................................ 730 42,924
Pfizer, Inc. ..................................... 1,060 42,241
----------
85,165
----------
HEALTH CARE (HOSPITAL MANAGEMENT)--0.4%
HCA, Inc. ........................................ 450 17,343
----------
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--1.0%
Guidant Corp. (b) ................................ 910 45,318
----------
HOUSEHOLD PRODUCTS (NON-DURABLE)--2.7%
Kimberly-Clark Corp. ............................. 970 58,006
Procter & Gamble Co. (The) ....................... 870 68,843
----------
126,849
----------
NSURANCE (LIFE/HEALTH)--1.8%
Jefferson Pilot Corp. ............................ 1,100 50,897
MetLife, Inc. .................................... 980 31,046
----------
81,943
----------
INSURANCE (MULTI-LINE)--1.2%
Hartford Financial Services Group, Inc. (The) .... 860 54,034
----------
INSURANCE (PROPERTY-CASUALTY)--2.7%
Allstate Corp. (The) ............................. 1,840 62,008
Chubb Corp. (The) ................................ 370 25,530
SAFECO Corp. ..................................... 670 20,870
St. Paul Cos., Inc. (The) ........................ 450 19,787
----------
128,195
----------
INVESTMENT BANKING/BROKERAGE--1.1%
Merrill Lynch & Co., Inc. ........................ 1,010 52,641
----------
MACHINERY (DIVERSIFIED)--2.4%
Caterpillar, Inc. ................................ 430 22,468
Deere & Co. ...................................... 2,100 91,686
----------
114,154
----------

See Notes to Financial Statements

116

PHOENIX-MFS VALUE SERIES

SHARES VALUE
------ ----------

MANUFACTURING (DIVERSIFIED)--2.7%
Danaher Corp. .................................... 870 $ 52,470
Minnesota Mining and Manufacturing Co. ........... 620 73,290
----------
125,760
----------
MANUFACTURING (SPECIALIZED)--0.7%
Pall Corp. ....................................... 1,360 32,722
----------
METALS MINING--0.5%
Phelps Dodge Corp. (b) ........................... 740 23,976
----------
NATURAL GAS--3.6%
Agl Resources, Inc. .............................. 940 21,639
National Fuel Gas Co. ............................ 2,390 59,033
NICOR, Inc. ...................................... 840 34,978
NiSource, Inc. ................................... 700 16,142
WGL Holdings, Inc. ............................... 1,230 35,756
----------
167,548
----------
OIL--0.2%
Occidental Petroleum Corp. ....................... 370 9,816
----------
OIL & GAS (DRILLING & EQUIPMENT)--2.2%
Noble Drilling Corp. (b) ......................... 460 15,658
Schlumberger Ltd. ................................ 1,610 88,470
----------
104,128
----------
OIL & GAS (EXPLORATION & PRODUCTION)--4.4%
Anadarko Petroleum Corp. ......................... 1,110 63,103
Apache Corp. ..................................... 1,022 50,977
Devon Energy Corp. ............................... 770 29,761
Unocal Corp. ..................................... 1,740 62,762
----------
206,603
----------
OIL (INTERNATIONAL INTEGRATED)--2.6%
Exxon Mobil Corp. ................................ 3,130 123,009
----------
PAPER & FOREST PRODUCTS--1.3%
International Paper Co. .......................... 1,500 60,525
----------
PERSONAL CARE--0.9%
Gilliette Co. (The) .............................. 1,310 43,754
----------
PUBLISHING (NEWSPAPERS)--2.0%
Gannett Co., Inc. ................................ 900 60,507
Tribune Co. ...................................... 900 33,687
----------
94,194
----------
RAILROADS--1.0%
Canadian National Railway Co. .................... 1,016 49,052
----------
RETAIL (GENERAL MERCHANDISE)--2.6%
Sears, Roebuck and Co. ........................... 2,520 120,053
----------
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--1.0%
AT&T Wireless Services, Inc. (b) ................. 3,390 48,714
----------
TELECOMMUNICATIONS (LONG DISTANCE)--3.5%
AT&T Corp. ....................................... 3,870 70,202
Sprint Corp. (FON Group) ......................... 4,580 91,966
----------
162,168
----------
TELEPHONE--2.6%
BellSouth Corp. .................................. 1,200 45,780
Verizon Communications, Inc. ..................... 1,650 78,309
----------
124,089
----------

SHARES VALUE
------ ----------

TOBACCO--1.2%
Philip Morris Cos., Inc. ......................... 1,250 $ 57,313
----------
TOTAL COMMON STOCKS
(Identified cost $3,973,514) ................................ 4,153,889
----------
FOREIGN COMMON STOCKS--7.2%
BEVERAGES (ALCOHOLIC)--0.2%
Diageo plc (United Kingdom) ...................... 910 10,397
----------
CHEMICALS (SPECIALTY)--3.6%
Akzo Nobel NV (Netherlands) ...................... 2,120 94,663
Syngenta AG (Switzerland) (b) .................... 1,450 75,107
----------
169,770
----------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--0.9%
Novartis AG Registered Shares (Switzerland) ...... 1,200 43,366
----------
INSURANCE (MULTI-LINE)--0.4%
CGNU plc (United Kingdom) ........................ 1,330 16,357
----------
OIL (INTERNATIONAL INTEGRATED)--2.1%
BP plc ADR (United Kingdom) ...................... 1,100 51,161
TotalFinaELF SA ADR (France) (b) ................ 640 44,953
----------
96,114
----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $331,658) .................................. 336,004
----------
CONVERTIBLE PREFERRED STOCKS--1.6%
COMMUNICATIONS EQUIPMENT--0.8%
Motorola, Inc. Cv. Pfd. 7% ....................... 780 36,457
----------
ELECTRIC COMPANIES--0.6%
TXU Corp. Cv. Pfd. 8.75% ......................... 530 27,422
----------
AEROSPACE/DEFENSE--0.2%
Northrop Grumman Corp. Cv. Pfd. 7.25% ............ 100 11,140
----------
TOTAL CONVERTIBLE PREFERRED STOCKS
(Identified cost $76,534) ................................... 75,019
----------
TOTAL LONG-TERM INVESTMENTS--97.3%
(Identified cost $4,381,707) ................................ 4,564,912
----------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000)
----------- -----
SHORT-TERM OBLIGATIONS--4.7%
FEDERAL AGENCY SECURITIES--4.7%
Freddie Mac 1.49%, 1/2/02 .................... AAA $221 220,991
----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $220,991) .................................. 220,991
----------
TOTAL INVESTMENTS--102.0%
(Identified cost $4,602,697) ................................ 4,785,903(a)
Other assets and liabilities, net--(2.0)% ................... (92,998)
----------
NET ASSETS--100.0% ............................................ $4,692,905
==========

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $213,882 and gross
depreciation of $31,328 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$4,603,349.
(b) Non-income producing.

See Notes to Financial Statements

117

PHOENIX-MFS VALUE SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $4,602,697) ..... $4,785,903
Receivables
Investment securities sold .................................... 25,624
Receivable from adviser ....................................... 14,835
Dividends ..................................................... 5,831
Fund shares sold .............................................. 4,976
----------
Total assets ................................................ 4,837,169
----------
LIABILITIES
Cash overdraft .................................................. 924
Payables
Investment securities repurchased ............................. 108,024
Fund shares repurchased ....................................... 4,793
Professional fee .............................................. 17,824
Printing fee .................................................. 6,623
Financial agent fee ........................................... 3,222
Trustees' fee ................................................. 1,266
Accrued expenses ................................................ 1,588
----------
Total liabilities ........................................... 144,264
----------
NET ASSETS ...................................................... $4,692,905
==========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest .............. $4,500,085
Accumulated net realized gain ................................. 9,936
Net unrealized appreciation ................................... 182,884
----------
NET ASSETS ...................................................... $4,692,905
==========
Shares of beneficial interest outstanding,
$1 par value, unlimited authorization ......................... 444,665
==========
Net asset value and offering price per share .................... $10.55
======

STATEMENT OF OPERATIONS
FROM INCEPTION OCTOBER 29, 2001 TO DECEMBER 31, 2001

INVESTMENT INCOME
Dividends ..................................................... $ 13,261
Interest ...................................................... 1,542
Foreign taxes withheld ........................................ (78)
----------
Total investment income ..................................... 14,725
----------
EXPENSES
Investment advisory fee ....................................... 4,842
Financial agent fee ........................................... 6,654
Professional .................................................. 17,824
Printing ...................................................... 6,637
Custodian ..................................................... 3,318
Trustees ...................................................... 1,266
Miscellaneous ................................................. 968
----------
Total expenses .............................................. 41,509
Less expenses borne by investment adviser ................... (35,371)
Custodian fees paid indirectly .............................. (4)
----------
Net expenses ................................................ 6,134
----------
NET INVESTMENT INCOME ........................................... 8,591
----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities .............................. 9,765
Net change in unrealized appreciation
(depreciation) on investments ............................... 183,206
Net change in unrealized appreciation
(depreciation) on foreign currency and
foreign currency transactions ............................... (322)
----------
NET GAIN ON INVESTMENTS ......................................... 192,649
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ............ $ 201,240
==========

See Notes to Financial Statements

118

PHOENIX-MFS VALUE SERIES

STATEMENT OF CHANGES IN NET ASSETS

FROM INCEPTION
10/29/01 TO
12/31/01
--------------
FROM OPERATIONS
Net investment income (loss) ................................ $ 8,591
Net realized gain (loss) .................................... 9,765
Net change in unrealized appreciation (depreciation) ........ 182,884
----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS . 201,240
----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ....................................... (8,371)
Net realized short-term gains ............................... (49)
----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ... (8,420)
----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (447,287 shares) .............. 4,527,099
Net asset value of shares issued from reinvestment of
distributions (798 shares) ................................ 8,420
Cost of shares repurchased (3,420 shares) ................... (35,434)
----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ... 4,500,085
----------
NET INCREASE (DECREASE) IN NET ASSETS ....................... 4,692,905
NET ASSETS
Beginning of period ......................................... --
----------
END OF PERIOD (INCLUDING UNDISTRIBUTED
NET INVESTMENT INCOME (LOSS) OF $0) ....................... $4,692,905
==========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

FROM INCEPTION
10/29/01 TO
12/31/01
--------------
Net asset value, beginning of period .......................... $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ................................ 0.02
Net realized and unrealized gain (loss) ..................... 0.55
------
TOTAL FROM INVESTMENT OPERATIONS .......................... 0.57
------
LESS DISTRIBUTIONS
Dividends from net investment income ........................ (0.02)
Dividends from net realized gains ........................... --(5)
------
TOTAL DISTRIBUTIONS ....................................... (0.02)
------
CHANGE IN NET ASSET VALUE ..................................... 0.55
------
NET ASSET VALUE, END OF PERIOD ................................ $10.55
======
Total return .................................................. 5.73%(3)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ....................... $4,693
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1) ....................................... 0.95%(2)(4)
Net investment income ....................................... 1.33%(2)
Portfolio turnover rate ....................................... 9%(3)

(1)If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 6.43% for
the period ended December 31, 2001.
(2)Annualized.
(3)Not annualized.
(4)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.
(5)Amount is less than $0.01.

See Notes to Financial Statements

119

PHOENIX-MORGAN STANLEY FOCUS EQUITY SERIES

INVESTOR PROFILE
The Fund is appropriate for investors seeking long term capital
appreciation by investing primarily in equity securities.

INVESTMENT ADVISER'S REPORT
The S&P 500 Index(1) rebounded in the fourth quarter of 2001, advancing
10.70%. Despite this strong rebound the index finished its second consecutive
year of double digit losses, down 11.87% and the Fund fell 15.08%. This is only
the fourth time since the Depression that the equity markets had two consecutive
annual losses. All sectors in the index, with the exception of consumer
discretionary and materials, which represent only 15% of the index, had negative
returns. The declines in the US market occurred against a backdrop of economic
weakness, with the longest lasting business expansion in US history ending in
March 2001. Corporate earnings in the US are estimated to have declined 16-17%,
compared to a growth rate of 17% in 2000. The Fed cut interest rates 11 times
and 4.75%, yet monetary and fiscal stimulus did not lead to the business
spending that will be necessary for recovery. Technology spending declined last
year from the strong levels experienced in advance of Y2K and the introduction
of the Euro. The consumer remained relatively strong despite the declining
market and increasing unemployment, buoyed to some extent by the ability to
refinance and a boom in residential real estate values. Within the large cap
universe, both value and growth indices declined, although the Russell 1000
Value Index(2), which fell 5.59% lost less than the Russell 1000 Growth
Index(3), which lost 20.42%. The Lipper peer group fell -23.87% and the fund
fell -15.08%.

The fund lagged the S&P 500 as a result of stock selection. While it is
never satisfying to report negative numbers and to lag the primary index, we are
pleased with performance relative to the growth universe and other growth
managers, as we exceeded both benchmarks for the second year in a row, a period
that has been extremely difficult for growth managers. The fund was, on average
5% overweight in technology throughout the year, although we opportunistically
increased and decreased exposure throughout the year as a result of valuation
work, and these decisions were incrementally positive for performance.
Technology was the second worst performing sector of the index and the fund,
after utilities. Stock selection in the first quarter lagged the index
materially and the fund ended the year behind the index return despite
outperformance in both the second and fourth quarters. During the year we
increased the emphasis on larger, more established companies dominant in their
respective space. These are companies that have longer histories as publicly
traded companies, have cash on their balance sheets and have been through prior
downturns. Many of these companies tended to act as bellwethers for their
respective industries, continued to spend on research and development and many
did not make negative preannouncements. Microsoft, the largest technology
holding, advanced 53%, gaining $123 billion in market capitalization. Microsoft
was helped by resolution of many of the legal issues that had threatened the
breakup of the company. Microsoft also made progress in the diversification of
its product line through the introduction of Xbox, which appeared in the early
running to have supplanted Nintendo for the second place after Sony Playstation.
The release of Windows XP, which experienced a good start that should only get
stronger as both companies and individuals upgrade. The upgrade will be required
as Microsoft will support Windows 2000 only through the end of 2002. We view
Microsoft as a company that can consistently earn high single digit/low double
digit earnings growth, which is attractive in the current environment.

Stock selection in telecomm services, which was less than 5% of the fund,
also detracted from performance. Providers such as Verizon and SBC suffered
modest declines as growth rates slowed and the companies were forced to delay
expenditures and lay off staff. Verizon postponed the IPO for its wireless
carrier, the largest in the US, in the weak environment. The majority of the
underperformance in this sector can be attributed to positions in Qwest
Communications and American Tower. We purchased Qwest in the third quarter
feeling that the valuation was quite reasonable and most of the bad news out.
The company subsequently reported weaker than expected numbers and expectations
and we sold the stock. We also eliminated the communication tower holdings,
including American Tower, as the business models for these companies will
continue to be slowed by the malaise in the telecomm segment. While we do
believe in the growth in wireless traffic, clearly it will take place more
slowly than originally anticipated and we do not want this exposure while the
economy remains weak and there is no visible catalyst for a recovery for the
telecomm providers.

Consumer discretionary was a modestly positive sector for the index, and
stock selection in the fund, which was roughly market weight in the sector,
lagged. We favored discount retailers such as Home Depot, which benefited from a
robust housing market and consumer interest in cocooning, which means increased
dollars for home spending, after September 11th. Other retail names that
performed well were Dollar Tree Stores, Wal-Mart, which recently announced same
store sales grew 6% over the holiday season, at the high end of the range, and
Costco. The fund lost ground in several of the new media stocks that are in the
sector. We owned a small position in Comcast on the strength of the good
management team, and favorable financial results. Comcast suffered, as did
others, from the weak economy and finally from speculation around the AT&T cable
acquisition. We sold Comcast when it was announced they had won the bidding, as
there are many uncertainties and risks that come with a large merger, and while
we continue to like the name we do no want exposure to those uncertainties. AOL

120

PHOENIX-MORGAN STANLEY FOCUS EQUITY SERIES

Time Warner, which was a top ten position in the first half was subsequently
reduced to a market weight or below as the weak advertising environment made it
increasingly unlikely that the aggressive growth targets the company has set
would be met. As well, the company has been hurt by slower than expected
subscription growth in the AOL unit. The fund also had a small position in
Starwood Hotels, which we sold post September 11th, but detracted value, as well
as in Radioshack, which suffered from weak electronics sales and slower than
expected digital satellite subscription growth.

Being underweight in utilities, which was the worst performing sector in
the index and fund, added value to performance relative to the index.
Industrials, which were the largest overweight, averaging 19% of the fund, also
contributed positively, both from the overweight in a sector that declined less
than many others, and from stock selection which modestly exceeded the index
sector return. Tyco, which remained the largest holding, was a strong performer.
The company exceeded earnings expectations in each quarter, produced over $4
billion in free cash flow and made acquisitions in each of their major
divisions, the largest the CIT Financial acquisition, which created a new line
of business for the company. Weakness in electronics was made up for by strength
in fire and safety protection and healthcare as well as aggressive expense
management. The stock came under pressure in the first few trading days of 2001
as SEC Insights, a newsletter, published a report that Tyco might be under SEC
investigation since the SEC did not reply to the newsletter request for
correspondence regarding Tyco. The SEC subsequently permitted Tyco to publish a
letter that indicated there are no ongoing investigations that have not already
been disclosed. We continue to believe in the strong earnings prospects for Tyco
and feel the stock is reasonably valued, with room for earnings growth and
multiple expansion. We built General Dynamics to a top 10 position early in the
year, based on its 15% plus earnings growth track record and strong business
visibility; we cut the holding back after a strong run up in defense stocks post
September 11th and as the company announced there was some likelihood next
year's EPS numbers would be reduced. We were buyers of General Dynamics in
December. General Electric, another top 10 holding, struggled last year, as a
series of negative events hit the company. From the rejection of the Honeywell
merger by the EU Commission, to the effects of September 11th, which reached
broadly into the company from NBC to GE Financial to aircraft engines, as well
as the departure of long-time CEO Jack Welch, the stock struggled. By the end of
the year, new CEO Jeff Immelt had announced that the company expects to grow
earnings in the 10-11% range in 2002,and that acquisitions across business units
are being considered, news that was favorably received. Smaller positions in
transaction processors First Data and Concord EFS performed well, as the volume
of financial transactions, which drives their revenue, remained positive through
the end of the year.

Consumer staples, which was roughly market weight, was one of the
relatively defensive sectors, losing ground in the fourth quarter when investors
favored stocks more levered to economic recovery. Pepsico, which is on track to
produce 12-13% earnings growth, was the largest holding in the sector. The
Quaker integration appears to be going well and Frito Lay is doing well,
comprising the largest share of the company's revenues. Less than 25% of Pepsi's
revenues now come from traditional soft drinks, and the company has outpaced
Coke in non-carbonated beverages, the fastest growth area in soft drinks. The
fund bought Kraft on the initial IPO and subsequently added to the position. We
are encouraged by the cost savings and co-branding opportunities being realized
from the Nabisco acquisition and the company should benefit from Euro
stabilization and lower raw materials costs. Safeway underperformed, and we
added to the position on weakness after trimming earlier. The company was hurt
by aggressive pricing moves by KMart which were subsequently matched by
Wal-Mart. The company has lowered future growth estimates to 14-16% from 16-18%.
We continue to believe that Safeway is well-managed and has dominant market
share and the ability to weather this temporary price war.

The fund was underweight in financials, although the growth financials we
favored declined less than the index sector return. We have had exposure to both
higher beta and lower beta names, actively managing the exposure based on
valuation and the environment. Freddie Mac was the largest holding; although
earnings grew in excess of 20% in 2001 and Freddie Mac expects 15% plus growth
in 2002, the stock declined modestly. Freddie Mac did perform strongly in the
second quarter and post September 11th, when there was a flight to quality
financials, but when investors rotated to higher beta financials or out of the
group, Freddie Mac was under pressure. As well, investors focus on the prospect
of growth eventually slowing and the periodic uncertainty around political risk.
We continue to like both the earnings visibility and the modest valuation
Freddie has had relative to the broad market. We have trimmed Freddie Mac as a
source of funds when moving into technology, but we will maintain a significant
stake in the name until the environment becomes more positive. Citigroup, one of
the higher beta financials, was also a top ten holding with a positive return
for the year. In our view Citigroup is a well diversified global financial
conglomerate with disciplined management and a reasonable valuation relative to
future earnings growth prospects. There are some short-term negatives, such as
the company's reliance on the fragile consumer for earnings and exposure to
Enron, however we still regard the company as a high quality growth opportunity.
Smaller positions in higher beta names such as Capital One and Goldman Sachs
added to performance in the fourth quarter, and we will look to increase our
exposure to higher beta names as the signs of economic recovery become more
convincing.

121

PHOENIX-MORGAN STANLEY FOCUS EQUITY SERIES

OUTLOOK
The stock market has recently exhibited a much stronger recovery than the
underlying fundamentals of many companies across the market. The run up in
cyclical sectors such as technology and consumer discretionary has pushed
valuations ahead of business momentum. It is our opinion that economic recovery
will not occur until the second half of the year, at the earliest, and we do not
see any catalysts to promote a strong and sustainable recovery at this time. We
are cautiously optimistic the stock market will have a modest rebound in 2002.
If the market were to register another losing year it would be the first time
since 1939-41. For these reasons, we continue to hold a mix of stable and
cyclical growth companies and spend our time on intense fundamental research.

Focus
Equity S&P 500
Series Index(1)

12/15/99 $10,000.00 $10,000.00
12/31/99 10,631.10 10,400.00
12/29/00 9,232.45 9,444.51
12/31/01 7,840.36 8,322.99

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01

FROM
INCEPTION
12/15/99 TO
1 YEAR 12/31/01
- -----------------------------------------------------------------------
Focus Equity Series (15.08)% (11.21)%
- -----------------------------------------------------------------------
S&P 500 Index(1) (11.87)% (8.58)%
- -----------------------------------------------------------------------

This chart assumes an initial gross investment of $10,000 made on 12/15/99
(inception of the Fund). Returns shown include the reinvestment of all
distributions at net asset value, and the change in share price for the stated
period. Returns indicate past performance, which is not predictive of future
performance. Investment return and net asset value will fluctuate so that your
shares, when redeemed, may be worth more or less than the original cost.
(1) The S&P 500 Index is an unmanaged, commonly used measure of stock market
total return performance.
(2) The Russell 1000 Value Index is unmanaged and measures large-cap
value-oriented stock total-return performance and is provided for general
comparative purposes.
(3) The Russell 1000 Growth Index is unmanaged and measures large-cap
growth-oriented stock total return performance and is provided for general
comparative purposes.
The indices are not available for direct investment.

122

PHOENIX-MORGAN STANLEY FOCUS EQUITY SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
------ ----------
COMMON STOCKS--98.2%
AEROSPACE/DEFENSE--2.4%
General Dynamics Corp. ......................... 2,550 $ 203,082
----------
BEVERAGES (ALCOHOLIC)--3.1%
Anheuser-Busch Cos., Inc. ...................... 5,900 266,739
----------
BEVERAGES (NON-ALCOHOLIC)--2.9%
PepsiCo, Inc. .................................. 5,165 251,484
----------
BIOTECHNOLOGY--2.8%
Amgen, Inc. (b) ................................ 2,100 118,524
Gilead Sciences, Inc. (b) ...................... 900 59,148
IDEC Pharmaceuticals Corp. ..................... 850 58,590
----------
236,262
----------
BROADCASTING (TELEVISION, RADIO & CABLE)--1.6%
Liberty Media Corp. Class A (b) ................ 9,698 135,772
----------
COMMUNICATIONS EQUIPMENT--0.7%
QUALCOMM, Inc. (b) ............................. 1,200 60,600
----------
COMPUTERS (HARDWARE)--4.5%
Dell Computer Corp. (b) ........................ 4,750 129,105
International Business Machines Corp. .......... 1,900 229,824
Sun Microsystems, Inc. (b) ..................... 2,550 31,365
----------
390,294
----------
COMPUTERS (NETWORKING)--2.8%
Cisco Systems, Inc. (b) ........................ 13,100 237,241
----------
COMPUTERS (SOFTWARE & SERVICES)--6.8%
Microsoft Corp. (b) ............................ 6,500 430,625
Oracle Corp. (b) ............................... 6,700 92,527
VERITAS Software Corp. (b) ..................... 1,300 58,279
----------
581,431
----------
CONSUMER FINANCE--0.5%
Capital One Financial Corp. .................... 800 43,160
----------
ELECTRICAL EQUIPMENT--5.5%
General Electric Co. ........................... 11,900 476,952
----------
ELECTRONICS (SEMICONDUCTORS)--6.6%
Intel Corp. .................................... 12,600 396,270
Texas Instruments, Inc. ........................ 4,750 133,000
Xilinx, Inc. (b) ............................... 1,050 41,002
----------
570,272
----------
ENTERTAINMENT--2.6%
AOL Time Warner, Inc. (b) ...................... 5,250 168,525
Viacom, Inc. Class B (b) ....................... 1,200 52,980
----------
221,505
----------
FINANCIAL (DIVERSIFIED)--8.6%
Citigroup, Inc. ................................ 6,683 337,358
Freddie Mac .................................... 6,175 403,845
----------
741,203
----------
FOODS--2.4%
Kraft Foods, Inc. Class A ...................... 6,100 207,583
----------
HEALTH CARE (DIVERSIFIED)--5.2%
American Home Products Corp. ................... 4,700 288,392
Johnson & Johnson .............................. 2,750 162,525
----------
450,917
----------

SHARES VALUE
------ ----------

HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--9.0%
Merck & Co., Inc. .............................. 2,650 $155,820
Pfizer, Inc. ................................... 13,750 547,937
Pharmacia Corp. ................................ 1,650 70,373
----------
774,130
----------
HEALTH CARE (HOSPITAL MANAGEMENT)--1.6%
HCA, Inc. ...................................... 3,650 140,671
----------
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--1.4%
Medtronic, Inc. (b) ............................ 2,400 122,904
----------
HEALTH CARE (SPECIALIZED SERVICES)--2.3%
Laboratory Corporation of America Holdings (b) . 2,450 198,082
----------
INSURANCE (MULTI-LINE)--2.3%
American International Group, Inc. ............. 2,450 194,530
----------
INVESTMENT BANKING/BROKERAGE--1.2%
Goldman Sachs Group, Inc. (The) ................ 1,150 106,662
----------
MANUFACTURING (DIVERSIFIED)--8.8%
Tyco International Ltd. ........................ 12,900 759,810
----------
OIL & GAS (DRILLING & EQUIPMENT)--1.0%
Baker Hughes, Inc. ............................. 2,350 85,704
----------
RETAIL (BUILDING SUPPLIES)--3.6%
Home Depot, Inc. (The) ......................... 6,050 308,611
----------
RETAIL (FOOD CHAINS)--1.4%
Safeway, Inc. (b) .............................. 2,850 118,988
----------
RETAIL (GENERAL MERCHANDISE)--3.9%
BJ's Wholesale Club, Inc. (b) .................. 2,200 97,020
Wal-Mart Stores, Inc. .......................... 4,200 241,710
----------
338,730
----------
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--0.9%
Sprint Corp. (PCS Group) (b) ................... 3,150 76,892
----------
TELEPHONE--1.8%
Verizon Communications, Inc. ................... 3,160 149,974
----------
TOTAL COMMON STOCKS
(Identified cost $8,356,392) .............................. 8,450,185
----------
TOTAL LONG-TERM INVESTMENTS--98.2%
(Identified cost $8,356,392) .............................. 8,450,185
----------

PAR
VALUE
(000)
-----
SHORT-TERM OBLIGATIONS--3.2%
REPURCHASE AGREEMENTS--3.2%
State Street Bank & Trust Co. repurchase agreement,
0.25%, dated 12/31/01, due 1/2/02, repurchase price
$276,004, collateralized by U.S. Treasury Bond 6.50%,
11/15/26, market value $284,532 .............. $276 276,000
----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $276,000) ................................ 276,000
----------
TOTAL INVESTMENTS--101.4%
(Identified cost $8,632,392) .............................. 8,726,185(a)
Other assets and liabilities, net--(1.4)% ................. (116,385)
----------
NET ASSETS--100.0% .......................................... $8,609,800
==========

(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $545,551 and gross
depreciation of $1,233,206 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$9,413,840.
(b) Non-income producing.

See Notes to Financial Statements

123

PHOENIX-MORGAN STANLEY FOCUS EQUITY SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $8,632,392) ..... $ 8,726,185
Cash ............................................................ 116
Receivables
Investment securities sold .................................... 186,916
Receivable from adviser ....................................... 18,138
Fund shares sold .............................................. 16,464
Dividends and interest ........................................ 5,067
Prepaid expenses ................................................ 71
-----------
Total assets ................................................ 8,952,957
-----------
LIABILITIES
Payables
Investment securities purchased ............................... 239,420
Printing fee .................................................. 61,136
Professional fee .............................................. 27,499
Fund shares repurchased ....................................... 6,349
Financial agent fee ........................................... 3,561
Trustees' fee ................................................. 3,262
Miscellaneous fee ............................................. 1,930
-----------
Total liabilities ........................................... 343,157
-----------
NET ASSETS ...................................................... $ 8,609,800
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest .............. $10,767,509
Accumulated net realized loss ................................. (2,251,502)
Net unrealized appreciation ................................... 93,793
-----------
NET ASSETS ...................................................... $ 8,609,800
===========
Shares of beneficial interest outstanding,
$1 par value, unlimited authorization ......................... 1,099,245
==========
Net asset value and offering price per share .................... $7.83
=====

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Dividends ..................................................... $ 60,348
Interest ...................................................... 2,855
-----------
Total investment income ..................................... 63,203
-----------
EXPENSES
Investment advisory fee ....................................... 68,422
Financial agent fee ........................................... 42,470
Printing ...................................................... 78,657
Professional .................................................. 29,672
Custodian ..................................................... 21,316
Trustees ...................................................... 8,437
Miscellaneous ................................................. 7,407
-----------
Total expenses .............................................. 256,381
Less expenses borne by investment adviser ................... (175,871)
Custodian fees paid indirectly .............................. (13)
-----------
Net expenses ................................................ 80,497
-----------
NET INVESTMENT LOSS ............................................. (17,294)
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities ............................... (1,924,289)
Net change in unrealized appreciation (depreciation)
on investments .............................................. 596,807
-----------
NET LOSS ON INVESTMENTS ......................................... (1,327,482)
-----------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ............ $(1,344,776)
===========

See Notes to Financial Statements

124

PHOENIX-MORGAN STANLEY FOCUS EQUITY SERIES

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
12/31/01 12/31/00
----------- ----------

FROM OPERATIONS
Net investment income (loss) ................................................. $ (17,294) $ (24,581)
Net realized gain (loss) ..................................................... (1,924,289) (327,213)
Net change in unrealized appreciation (depreciation) ......................... 596,807 (812,922)
----------- ----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .................. (1,344,776) (1,164,716)
----------- ----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ........................................................ -- (879)
Net realized short-term gains ................................................ -- (6,824)
----------- ----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS .................... -- (7,703)
----------- ----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (563,359 and 317,692 shares, respectively) ..... 4,704,187 3,465,035
Net asset value of shares issued from reinvestment of
distributions (0 and 705 shares, respectively) ............................. -- 7,703
Cost of shares repurchased (239,892 and 50,781 shares, respectively) ......... (1,904,735) (547,499)
----------- ----------
NET INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ................ 2,799,452 2,925,239
----------- ----------
INCREASE (DECREASE) IN NET ASSETS ............................................ 1,454,676 1,752,820
NET ASSETS
Beginning of period .......................................................... 7,155,124 5,402,304
----------- ----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME (LOSS)
OF $0 AND $0, RESPECTIVELY) ................................................ $ 8,609,800 $7,155,124
=========== ==========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

YEAR ENDED
DECEMBER 31, FROM INCEPTION
----------- 12/15/99 TO
2001 2000 12/31/99
---- ---- --------

Net asset value, beginning of period ........................................... $ 9.22 $10.63 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ................................................. (0.02)(5) (0.04)(5) --
Net realized and unrealized gain (loss) ...................................... (1.37) (1.36) 0.63
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ........................................... (1.39) (1.40) 0.63
------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ......................................... -- --(4) --
Dividends from net realized gains ............................................ -- (0.01) --
------ ------ ------
TOTAL DISTRIBUTIONS ........................................................ -- (0.01) --
------ ------ ------
CHANGE IN NET ASSET VALUE ...................................................... (1.39) (1.41) 0.63
------ ------ ------
NET ASSET VALUE, END OF PERIOD ................................................. $ 7.83 $ 9.22 $10.63
====== ====== ======
Total return ................................................................... (15.08)% (13.16)% 6.31%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) .......................................... $8,610 $7,155 $5,402
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (3) ....................................................... 1.00%(6) 1.00% 1.00%(1)
Net investment income (loss) ................................................. (0.21)% (0.34)% 0.39%(1)
Portfolio turnover rate ........................................................ 110% 86% 2%(2)

<FN>
(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 3.18%,
2.90% and 8.11 % for the periods ended December 31, 2001, 2000 and 1999,
respectively.
(4) Amount is less than $0.01.
(5) Computed using average shares outstanding.
(6) 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.
</FN>

See Notes to Financial Statements

125

PHOENIX-OAKHURST BALANCED SERIES

INVESTOR PROFILE
The Fund is appropriate for investors seeking long-term capital
appreciation, current income, and conservation of capital from a balanced
portfolio of stocks, bonds, and cash equivalents. Investors should note that the
portfolio may hold foreign bonds, and foreign investments pose additional risk,
such as currency fluctuation, less public disclosure, and political and economic
uncertainty.

INVESTMENT ADVISER'S REPORT
From December 31, 2000 to December 31, 2001, the market represented by the
large-cap S&P 500 Index(2) returned a total of -11.87%. It has indeed been a
difficult period for equity investors. Late 2000, it became clear that
information technology spending was slowing down due to a dramatic buildup of
capacity and eroding end-market demand. Stocks had been falling as we entered
2001; however, the slowing economy prompted the Fed to embark on a period of
significant easing starting in early January. Stocks rallied initially. But as
investors realized the severity of the economic slowdown during the first
quarter of 2001, stocks sold off again. The market made a brief rally in April
and May, but sold off quickly as evidence of recovery didn't emerge in the later
part of the second quarter. The tragic events of September 11th shocked the
world and further weakened a fragile economy. Stocks fell precipitously when the
market reopened on September 17.

It has been a very painful year for equity investors, marked by downward
spirals and seesaw changes. During the last quarter of 2001, the market made a
dramatic rally off the lows of late September. The S&P 500 rose 10.69% during
this time. Investors are betting that economic recovery may be delayed, but not
derailed. We agree with this assessment. As evidence of recovery emerges in
2002, we believe the market will climb higher.

During periods of economic difficulty, it is understandable that market
leaders are those engaged in businesses not severely effected by cyclical
weakness. Consumer staple and health-care issues have been the best performers
during this 12-month period. On the other hand, stocks of technology, consumer
services and telecommunication companies have performed poorly.

The portfolio returned 2.60% for the year ended December 31, 2001, very
favorable when compared with a return of -3.70% for the Balanced Benchmark
Index1. All performance figures assume reinvestment of distributions.

The equity portion of the portfolio performed quite well during the past 12
months. With good diversification and stock picking, returns were ahead of the
S&P 500 all year. We were overweighted in health-care stocks throughout the
year. We were underweighted in cyclical issues during the first quarter of the
year, but have increased our weighting throughout the year by trading off
consumer staples and energy issues. We believe cyclical stocks will benefit the
most as the economy rebounds.

The bond portion also performed very well during this period, with higher
yielding sectors being among the best performers in the market. We have
maintained our strategy of investing in sectors with the best relative values,
and while this hurt performance last year, it has benefited results this year.
Some of the best contributors to performance were our holdings in the cable and
telecommunications industries.

OUTLOOK
We are positive on stocks at current levels, especially in the near to
intermediate term. Low bond yields and low inflation rates support present stock
valuations. As the economy recovers during the second half of 2002, earnings are
poised to rebound significantly off depressed levels. We believe stock
valuations will be maintained going into next year, and stocks will move higher
with earnings recovery.

We also believe the outlook for the fixed-income markets is very favorable
for the long term. Real yields remain attractive by historical standards, and
all spread sectors now offer excellent value relative to long-term averages. Our
current focus is on Europe to take advantage of inefficiencies we are finding
there and using currency hedges to pick up incremental yield.

126

PHOENIX-OAKHURST BALANCED SERIES

Lehman
Brothers Balanced
Balanced Aggregate Benchmark
Balanced Benchmark S&P 500 Bond Index
Series Index (new)(1) Index(2) Index(3) (old)(4)

5/1/92 $10,000.00 $10,000.00 $10,000.00 $10,000.00 $10,000.00
12/31/92 10,971.70 10,767.30 10,796.00 10,801.20 10,712.00
12/31/93 11,912.40 11,837.80 11,875.60 11,854.40 11,702.50
12/30/94 11,578.90 11,799.30 12,032.70 11,508.70 11,724.90
12/29/95 14,274.20 15,294.70 16,545.90 13,635.30 14,917.40
12/31/96 15,781.80 17,609.70 20,392.40 14,130.30 17,055.80
12/31/97 18,611.70 21,769.40 27,198.50 15,494.30 20,799.80
12/31/98 22,150.50 26,359.60 35,019.90 16,840.20 24,890.60
12/31/99 24,714.20 29,535.70 42,421.40 16,701.30 27,765.90
12/29/00 24,839.80 29,234.40 38,524.10 18,643.00 27,627.30
12/31/01 25,484.90 28,151.50 33,949.40 20,217.20 26,772.30

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01

FROM
INCEPTION
5/1/92 TO
1 YEAR 5 YEAR 12/31/01
- --------------------------------------------------------------------------------
Balanced Series 2.60% 10.06% 10.15%
- --------------------------------------------------------------------------------
Balanced Benchmark Index (new)(1) (3.70)% 9.84% 11.29%
- --------------------------------------------------------------------------------
S&P 500 Index(2) (11.87)% 10.73% 13.47%
- --------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index(3) 8.44% 7.43% 7.55%
- --------------------------------------------------------------------------------
Balanced Benchmark Index (old)(4) (3.09)% 9.44% 10.71%
- --------------------------------------------------------------------------------

This chart assumes an initial gross investment of $10,000 made on 5/1/92
(inception of the Fund). Returns shown include the reinvestment of all
distributions at net asset value, and the change in share price for the stated
period. Returns indicate past performance, which is not predictive of future
performance. Investment return and net asset value will fluctuate so that your
shares, when redeemed, may be worth more or less than the original cost. Foreign
investing involves special risks such as currency fluctuation and less public
disclosure, as well as economic and political risks.
(1) The Balanced Benchmark Index (new) is unmanaged and is calculated based upon
the performance of the following indices: 60% S&P 500 Index/40% Lehman
Brothers Aggregate Bond Index. This benchmark was changed from the prior
year to more accurately reflect the allocation of the Series.
(2) The S&P 500 Index is an unmanaged, commonly used measure of stock market
total return performance and is provided for general comparative purposes.
(3) The Lehman Brothers Aggregate Bond Index is an unmanaged, commonly used
measure of bond performance and is provided for general comparative
purposes.
(4) The Balanced Benchmark Index (old) is unmanaged and is calculated based upon
the performance of the following indices: 55% S&P 500 Index/35% Lehman
Brothers Aggregate Bond Index/10% U.S. Treasury Bill.
The indices are not available for direct investment.

127

PHOENIX-OAKHURST BALANCED SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ----- ------------

U.S. GOVERNMENT SECURITIES--2.5%
U.S. TREASURY BONDS--1.2%
U.S. Treasury Bonds 5.375%, 2/15/31 ... AAA $3,000 $ 2,957,814
------------
U.S. TREASURY NOTES--1.3%
U.S. Treasury Notes 4.625%, 5/15/06 ... AAA 1,875 1,901,147
U.S. Treasury Notes 3.50%, 11/15/06 ... AAA 750 722,988
U.S. Treasury Notes 5.625%, 5/15/08 ... AAA 234 245,280
U.S. Treasury Notes 5%, 8/15/11 ....... AAA 350 349,125
------------
3,218,540
------------
OTAL U.S. GOVERNMENT SECURITIES
(Identified cost $6,164,614) .............................. 6,176,354
------------
AGENCY MORTGAGE-BACKED SECURITIES--2.6%
Fannie Mae 6.50%, 10/1/31 ............. AAA 498 497,961
GNMA 6.50%, 11/15/23 .................. AAA 1,104 1,117,175
GNMA 6.50%, 12/15/23 .................. AAA 323 326,490
GNMA 6.50%, 2/15/24 ................... AAA 1,378 1,394,183
GNMA 6.50%, 6/15/28 ................... AAA 2,854 2,869,648
------------
TOTAL AGENCY MORTGAGE-BACKED SECURITIES
(Identified cost $6,103,309) .............................. 6,205,457
------------
AGENCY NON MORTGAGE-BACKED SECURITIES--5.9%
Fannie Mae 6.50%, 8/15/04 ............. AAA 449 480,358
Fannie Mae 4.375%, 10/15/06 ........... AAA 5,000 4,895,450
Fannie Mae 6.625%, 9/15/09 ............ AAA 4,355 4,651,932
Freddie Mac 6.625%, 9/15/09 ........... AAA 4,000 4,258,380
------------
TOTAL AGENCY NON MORTGAGE-BACKED SECURITIES
(Identified cost $13,680,708) ............................. 14,286,120
------------
MUNICIPAL BONDS--5.8%
CALIFORNIA--2.0%
Alameda Corridor Transportation Authority
Revenue Taxable Series C 6.60%, 10/1/29 AAA 1,000 984,840
Fresno County Pension Obligation Revenue
Taxable 6.21%, 8/15/06 .............. AAA 1,000 1,036,320
Fresno Pension Obligation Taxable 7.80%,
6/1/14 .............................. AAA 1,000 1,137,300
Kern County Pension Obligation Revenue
Taxable 7.26%, 8/15/14 .............. AAA 420 457,090
Long Beach Pension Obligation Taxable
6.87%, 9/1/06 ....................... AAA 230 244,626
San Bernardino County Pension Obligation
Revenue Taxable 6.87%, 8/1/08 ....... AAA 110 117,004
Sonoma County Pension Obligation Revenue
Taxable 6.625%, 6/1/13 .............. AAA 495 516,107
Ventura County Pension Obligation Taxable
6.54%, 11/1/05 ...................... AAA 260 276,455
------------
4,769,742
------------
FLORIDA--0.8%
Miami Beach Special Obligation Revenue
Taxable 8.60%, 9/1/21 ............... AAA 875 953,374
Tampa Solid Waste System Revenue Taxable
Series A 6.33%, 10/1/06 ............. AAA 700 728,063
University of Miami Exchangeable Revenue
Taxable Series A 7.65%, 4/1/20 (e) .. AAA 270 279,274
------------
1,960,711
------------
NEW JERSEY--0.4%
New Jersey Sports & Exposition Authority
Revenue Taxable Series A 6.75%, 3/1/10 AAA 1,000 1,041,290
------------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ----- ------------

NEW YORK--0.9%
New York State Dormitory Authority Pension
Obligation Revenue Taxable 6.90%, 4/1/03 AA- $ 650 $ 671,196
New York State Taxable Series C 6.35%,
3/1/07 .............................. AAA 1,500 1,544,550
------------
2,215,746
------------
OREGON--0.3%
Multnomah County Pension Obligation
Revenue Taxable 7.20%, 6/1/10 ....... Aaa(d) 100 107,098
Portland Pension Revenue Taxable Series C
7.32%, 6/1/08 ....................... Aaa(d) 555 596,653
------------
703,751
------------
PENNSYLVANIA--1.0%
Philadelphia Authority For Industrial
Development Pension Funding Retirement
Systems Revenue Taxable Series A 5.79%,
4/15/09 ............................. AAA 1,100 1,091,981
Pittsburgh Pension Obligation Taxable
Series C 6.50%, 3/1/17 .............. AAA 1,250 1,258,750
------------
2,350,731
------------
TEXAS--0.4%
Dallas-Fort Worth International Airport
Revenue Taxable 6.40%, 11/1/07 ...... AAA 1,000 1,035,690
------------
TOTAL MUNICIPAL BONDS
(Identified cost $13,501,992) ............................. 14,077,661
------------
ASSET BACKED SECURITIES--1.3%
AESOP Funding II LLC 97-1A, A2 6.40%,
10/20/03 ............................ AAA 1,200 1,226,268
Premier Auto Trust 98-3, B 6.14%, 9/8/04 AAA 500 505,477
WFS Financial Owner Trust 00-D, A3 6.83%,
7/20/05 ............................. AAA 1,330 1,377,900
------------
TOTAL ASSET BACKED SECURITIES
(Identified cost $3,058,706) 3,109,645
------------
CORPORATE BONDS--4.5%
AIRLINES--0.7%
American Airlines, Inc. 01-2, A-2 144A
7.858%, 10/1/11 (c) ................. AA+ 1,000 1,002,380
Northwest Airlines Corp. 00-1 G 8.072%,
10/1/19 ............................. AAA 639 658,138
------------
1,660,518
------------
BANKS (MAJOR REGIONAL)--0.2%
U.S. Bank of Minnesota N.A. 6.30%, 7/15/08 A 500 505,772
------------
BANKS (MONEY CENTER)--0.2%
Wachovia Corp. 5.625%, 12/15/08 ....... A- 500 485,925
------------
BROADCASTING (TELEVISION, RADIO & CABLE)--0.4%
Comcast Cable Communications, Inc.
7.125%, 6/15/13 ..................... BBB 500 513,467
CSC Holdings, Inc. 7.625%, 7/15/18 .... BB+ 500 476,133
------------
989,600
------------
COMPUTERS (SOFTWARE & SERVICES)--0.2%
Computer Associates International, Inc.
Series B 6.375%, 4/15/05 ............ BBB+ 535 537,395
------------
DISTRIBUTORS (FOOD & HEALTH)--0.2%
AmerisourceBergen Corp. 144A 8.125%,
9/1/08 (c) .......................... BB- 500 515,000
------------

See Notes to Financial Statements

128

PHOENIX-OAKHURST BALANCED SERIES

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ----- ------------

GAMING, LOTTERY & PARI-MUTUEL COMPANIES--0.3%
MGM Mirage, Inc. 9.75%, 6/1/07 ........ BB+ $ 100 $ 104,750
Park Place Entertainment Corp. 9.375%,
2/15/07 ............................. BB+ 500 523,750
------------
628,500
------------
HEALTH CARE (SPECIALIZED SERVICES)--0.2%
HEALTHSOUTH Corp. 10.75%, 10/1/08 ..... BB+ 500 552,500
------------
INSURANCE (MULTI-LINE)--0.2%
Willis Corroon Corp. 9%, 2/1/09 ....... B+ 410 428,450
------------
IRON & STEEL--0.2%
Allegheny Technologies 144A 8.375%,
12/15/11 (c) ........................ BBB+ 500 489,949
------------
OIL & GAS (EXPLORATION & PRODUCTION)--0.1%
Hanover Equipment Trust 144A 8.50%,
9/1/08 (c) .......................... BB 185 193,325
------------
PUBLISHING (NEWSPAPERS)--0.2%
Hollinger International Publishing, Inc. 9.25%,
3/15/07 ............................. B+ 625 622,656
------------
RETAIL (SPECIALTY)--0.2%
Amerigas Partners Eagle Finance Corp. 144A
8.875%, 5/20/11 (c) ................. BB+ 500 517,500
------------
SHIPPING--0.1%
Teekay Shipping Corp. 8.32%, 2/1/08 ... BB+ 230 238,050
------------
TELECOMMUNICATIONS (LONG DISTANCE)--0.3%
WorldCom, Inc. 7.50%, 5/15/11 ......... BBB+ 650 668,639
------------
TELEPHONE--0.7%
Century Telephone Enterprises, Inc. Series F
6.30%, 1/15/08 ...................... BBB+ 500 484,395
Qwest Communications International, Inc.
7.50%, 11/1/08 ...................... BBB+ 1,100 1,112,258
------------
1,596,653
------------
TRUCKS & PARTS--0.1%
Cummins Engine, Inc. 6.45%, 3/1/05 .... BBB 200 194,939
------------
TOTAL CORPORATE BONDS
(Identified cost $10,710,831) ............................. 10,825,371
------------
NON-AGENCY MORTGAGE-BACKED SECURITIES--8.3%
CS First Boston Mortgage Securities Corp.
97-C2, B 6.72%, 1/17/07 ............. Aa1(d) 2,000 2,054,066
DLJ Commercial Mortgage Corp. 98-CF2, A1B
6.24%, 11/12/31 ..................... Aaa(d) 2,500 2,513,967
DLJ Commercial Mortgage Corp. 99-CG1, A1B
6.46%, 1/10/09 ...................... Aaa(d) 500 507,957
DLJ Mortgage Acceptance Corp. 96-CF1, A1B
7.58%, 2/12/06 ...................... AAA 1,400 1,466,998
First Union - Lehman Brothers Commercial
Mortgage 97-C1, B 7.43%, 4/18/07 .... Aa2(d) 930 990,471
First Union Commercial Mortgage Trust
99-C1, A2 6.07%, 10/15/08 ........... AAA 2,000 2,008,438
G.E. Capital Mortgage Services, Inc.
96-8, 1M
7.25%, 5/25/26 ...................... AA 213 213,502
JP Morgan Chase Commercial Mortgage
Securities Corp. 01-CIBC, A3 6.26%,
3/15/33 ............................. AAA 2,250 2,281,641
LB Commercial Conduit Mortgage Trust
98-C4, A1B 6.21%, 10/15/08 .......... AAA 2,500 2,542,624
Lehman Large Loan 97-LLI, B 6.95%,
3/12/07 ............................ AA+ 825 866,880
Nationslink Funding Corp. 96-1, B 7.69%,
12/20/05 ............................ AA 450 471,445

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ----- ------------

NON-AGENCY MORTGAGE-BACKED SECURITIES--CONTINUED
Residential Funding Mortgage Securities I
96-S1, A11 7.10%, 1/25/26 ........... AAA $ 881 $ 897,832
Residential Funding Mortgage Securities I
96-S4, M1 7.25%, 2/25/26 ............ AAA 733 734,410
Residential Funding Mortgage Securities I
96-S8, A4 6.75%, 3/25/11 ............ AAA 468 482,141
Washington Mutual Bank 99-WM3, 2A5
7.50%, 11/19/29 ..................... Aaa(d) 2,000 2,091,660
------------
TOTAL NON-AGENCY MORTGAGE-BACKED SECURITIES
(Identified cost $19,542,109) ............................. 20,124,032
------------
FOREIGN GOVERNMENT SECURITIES--4.4%
CHILE--0.5%
Republic of Chile 6.875%, 4/28/09 ..... A- 1,125 1,139,332
------------
COLOMBIA--0.2%
Republic of Colombia 9.75%, 4/9/11 .... BBB 485 507,700
------------
CROATIA--0.2%
Croatia Series A 4.563%, 7/31/10 (e) .. BBB- 507 500,296
------------
EL SALVADOR--0.5%
Republic of El Salvador 144A 9.50%,
8/15/06 (c) ......................... BB+ 1,200 1,314,000
------------
MEXICO--1.5%
United Mexican States Global Bond 8.125%,
12/30/19 ............................ BB+ 2,750 2,678,500
United Mexican States Series MTN 8.30%,
8/15/31 ............................. BB+ 1,000 985,000
------------
3,663,500
------------
POLAND--1.2%
Republic of Poland Series PDIB 6%,
10/27/14 (e) ........................ BBB+ 2,950 2,933,605
------------
URUGUAY--0.3%
Oriental Republic of Uruguay 7.875%,
7/15/27 ............................. BBB- 750 705,000
------------
TOTAL FOREIGN GOVERNMENT SECURITIES
(Identified cost $10,083,994) ............................. 10,763,433
------------
FOREIGN CORPORATE BONDS--1.8%
CANADA--0.2%
Bowater Canada Finance 144A 7.95%,
11/15/11 (c) ........................ BBB 500 512,547
------------
CAYMAN ISLANDS--0.8%
Pemex Finance Ltd. 7.33%, 5/15/12 ..... AAA 1,000 1,055,600
Petrobras International Finance 144A 9.75%,
7/6/11 (c) Baa(d) 1,000 990,000
------------
2,045,600
------------
CHILE--0.2%
Empresa Nacional de Electricidad SA Series B
8.50%, 4/1/09 ....................... BBB+ 120 122,962
Petropower I Funding Trust 144A 7.36%,
2/15/14 (c) ......................... BBB 302 278,417
------------
401,379
------------
MEXICO--0.2%
Telefonos de Mexico SA 8.25%, 1/26/06 . BB+ 500 525,625
------------
NETHERLANDS--0.4%
HSBC Capital Funding LP 144A 9.547%,
12/31/49 (c) ........................ A- 750 867,999
------------
TOTAL FOREIGN CORPORATE BONDS
(Identified cost $4,162,135) .............................. 4,353,150
------------

See Notes to Financial Statements

129

PHOENIX-OAKHURST BALANCED SERIES

SHARES VALUE
------ ----------

COMMON STOCKS--56.5%
AEROSPACE/DEFENSE--1.3%
General Dynamics Corp. ......................... 26,500 $ 2,110,460
Northrop Grumman Corp. ......................... 9,700 977,857
------------
3,088,317
------------
AIR FREIGHT--0.6%
FedEx Corp. (b) ................................ 27,600 1,431,888
------------
BANKS (MAJOR REGIONAL)--2.4%
FleetBoston Financial Corp. .................... 86,000 3,139,000
Wells Fargo & Co. .............................. 59,900 2,602,655
------------
5,741,655
------------
BANKS (MONEY CENTER)--1.7%
Bank of America Corp. .......................... 67,500 4,249,125
------------
BEVERAGES (NON-ALCOHOLIC)--2.2%
PepsiCo, Inc. .................................. 110,300 5,370,507
------------
BROADCASTING (TELEVISION, RADIO & CABLE)--1.6%
Clear Channel Communications, Inc. (b) ......... 56,800 2,891,688
Liberty Media Corp. Class A (b) ................ 66,500 931,000
------------
3,822,688
------------
CHEMICALS--0.5%
Dow Chemical Co. (The) ......................... 38,900 1,314,042
------------
COMMUNICATIONS EQUIPMENT--0.9%
ADTRAN, Inc. (b) ............................... 29,300 747,736
American Tower Corp. Class A (b) ............... 44,700 423,309
Harris Corp. ................................... 30,100 918,351
------------
2,089,396
------------
COMPUTERS (HARDWARE)--1.5%
International Business Machines Corp. .......... 29,900 3,616,704
------------
COMPUTERS (NETWORKING)--1.0%
Cisco Systems, Inc. (b) ........................ 134,800 2,441,228
------------
COMPUTERS (PERIPHERALS)--0.3%
Maxtor Corp. (b) ............................... 118,300 750,022
------------
COMPUTERS (SOFTWARE & SERVICES)--3.5%
Computer Associates International, Inc. ........ 59,300 2,045,257
Microsoft Corp. (b) ............................ 97,600 6,466,000
------------
8,511,257
------------
DISTRIBUTORS (FOOD & HEALTH)--2.3%
Cardinal Health, Inc. .......................... 23,325 1,508,194
McKesson Corp. ................................. 109,000 4,076,600
Performance Food Group Co. (b) ................. 4,000 140,680
------------
5,725,474
------------
ELECTRICAL EQUIPMENT--2.4%
General Electric Co. ........................... 147,000 5,891,760
------------
ELECTRONICS (SEMICONDUCTORS)--1.7%
Altera Corp. (b) ............................... 56,600 1,201,052
Fairchild Semiconductor Corp. Class A (b) ...... 41,100 1,159,020
Intel Corp. .................................... 28,500 896,325
Micron Technology, Inc. (b) .................... 25,200 781,200
------------
4,037,597
------------
ENTERTAINMENT--1.6%
AOL Time Warner, Inc. (b) ...................... 41,300 1,325,730
Viacom, Inc. Class B (b) ....................... 56,200 2,481,230
------------
3,806,960
------------

SHARES VALUE
------ ----------

EQUIPMENT (SEMICONDUCTORS)--1.8%
Applied Materials, Inc. (b) .................... 33,600 $ 1,347,360
Credence Systems Corp. (b) ..................... 23,000 427,110
Lam Research Corp. (b) ......................... 63,600 1,476,792
Novellus Systems, Inc. (b) ..................... 12,000 473,400
Teradyne, Inc. (b) ............................. 21,700 654,038
------------
4,378,700
------------
FINANCIAL (DIVERSIFIED)--5.4%
Citigroup, Inc. ................................ 118,300 5,971,784
Freddie Mac .................................... 37,200 2,432,880
J.P. Morgan Chase & Co. ........................ 40,600 1,475,810
Morgan Stanley Dean Witter & Co. ............... 56,600 3,166,204
------------
13,046,678
------------
FOODS--0.5%
Dean Foods Co. ................................. 17,392 1,186,162
------------
HEALTH CARE (DIVERSIFIED)--0.8%
Bristol-Myers Squibb Co. ....................... 37,300 1,902,300
------------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--1.7%
Pfizer, Inc. ................................... 101,800 4,056,730
------------
HEALTH CARE (GENERIC AND OTHER)--0.8%
King Pharmaceuticals, Inc. (b) ................. 45,066 1,898,631
------------
HEALTH CARE (HOSPITAL MANAGEMENT)--0.3%
HCA, Inc. ...................................... 19,600 755,384
------------
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--1.5%
Bard (C.R.), Inc. .............................. 32,400 2,089,800
Beckman Coulter, Inc. .......................... 15,600 691,080
Guidant Corp. (b) .............................. 17,800 886,440
------------
3,667,320
------------
HEALTH CARE (SPECIALIZED SERVICES)--0.6%
Omnicare, Inc. ................................. 63,100 1,569,928
------------
INSURANCE (MULTI-LINE)--1.8%
American International Group, Inc. ............. 55,800 4,430,520
------------
MANUFACTURING (DIVERSIFIED)--2.5%
Tyco International Ltd. ........................ 102,474 6,035,719
------------
OFFICE EQUIPMENT & SUPPLIES--0.3%
Miller (Herman), Inc. .......................... 33,000 780,780
------------
OIL--0.3%
Conoco, Inc. ................................... 29,300 829,190
------------
OIL & GAS (DRILLING & EQUIPMENT)--0.8%
Baker Hughes, Inc. ............................. 14,200 517,874
Schlumberger Ltd. .............................. 7,400 406,630
Tidewater, Inc. ................................ 17,600 596,640
Transocean Sedco Forex, Inc. ................... 10,200 344,964
------------
1,866,108
------------
OIL & GAS (EXPLORATION & PRODUCTION)--0.6%
Anadarko Petroleum Corp. ....................... 11,900 676,515
Unocal Corp. ................................... 20,800 750,256
------------
1,426,771
------------
OIL (INTERNATIONAL INTEGRATED)--1.1%
ChevronTexaco Corp. ............................ 10,600 949,866
Exxon Mobil Corp. .............................. 43,200 1,697,760
------------
2,647,626
------------
PAPER & FOREST PRODUCTS--0.3%
International Paper Co. ........................ 20,500 827,175
------------

See Notes to Financial Statements

130

PHOENIX-OAKHURST BALANCED SERIES

SHARES VALUE
------ ----------

RETAIL (COMPUTERS & ELECTRONICS)--0.6%
Tech Data Corp. (b) 36,400 $ 1,575,392
------------
RETAIL (DRUG STORES)--0.5%
Caremark Rx, Inc. (b) .......................... 70,400 1,148,224
------------
RETAIL (GENERAL MERCHANDISE)--1.5%
Wal-Mart Stores, Inc. .......................... 61,600 3,545,080
------------
SAVINGS & LOAN COMPANIES--0.4%
Golden State Bancorp, Inc. ..................... 36,300 949,245
------------
SERVICES (ADVERTISING/MARKETING)--0.9%
Lamar Advertising Co. (b) ...................... 50,200 2,125,468
------------
SERVICES (COMMERCIAL & CONSUMER)--1.3%
Cendant Corp. (b) .............................. 112,300 2,202,203
Crown Castle International Corp. (b) ........... 93,600 999,648
------------
3,201,851
------------
SERVICES (DATA PROCESSING)--1.9%
BISYS Group, Inc. (The) (b) .................... 27,200 1,740,528
Fiserv, Inc. (b) ............................... 68,850 2,913,732
------------
4,654,260
------------
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--0.3%
Nextel Communications, Inc. Class A (b) ........ 59,500 652,120
------------
TELEPHONE--1.3%
SBC Communications, Inc. ....................... 51,400 2,013,338
Verizon Communications, Inc. ................... 24,000 1,139,040
------------
3,152,378
------------
TEXTILES (APPAREL)--0.6%
Jones Apparel Group, Inc. (b) .................. 16,600 550,622
Liz Claiborne, Inc. ............................ 17,600 875,600
------------
1,426,222
------------
TRUCKERS--0.6%
United Parcel Service, Inc. Class B ............ 27,300 1,487,850
------------
TOTAL COMMON STOCKS
(Identified cost $111,275,343) ............................ 137,112,432
------------
FOREIGN COMMON STOCKS--0.9%
COMMUNICATIONS EQUIPMENT--0.3%
Nokia Oyj ADR (Finland) ........................ 28,000 686,840
------------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--0.6%
Elan Corp. plc ADR (Ireland) (b) ............... 34,100 1,536,546
------------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $1,755,598) .............................. 2,223,386
------------
UNIT INVESTMENT TRUSTS--0.3%
SPDR Trust Series I ............................ 5,700 652,308
------------
TOTAL UNIT INVESTMENT TRUSTS
(Identified cost $746,864) ................................ 652,308
------------
TOTAL LONG-TERM INVESTMENTS--94.8%
(Identified cost $200,786,203) ............................ 229,909,349
------------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ----- ------------
SHORT-TERM OBLIGATIONS--4.8%
COMMERCIAL PAPER--3.9%
Goldman Sachs Group, Inc. 1.75%, 1/2/02 A-1+ $3,650 $ 3,649,823
Lexington Parker Capital Co. LLC 1.95%,
1/9/02 .............................. A-1 2,058 2,057,108
Park Avenue Receivables 2.05%, 1/15/02 A-1 2,180 2,178,262
Receivables Capital Corp. 2.05%, 1/25/02 A-1+ 1,573 1,570,850
------------
9,456,043
------------
FEDERAL AGENCY SECURITIES--0.9%
Freddie Mac 1.80%, 1/9/02 ............. AAA 2,240 2,239,104
------------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $11,695,147) ............................. 11,695,147
------------
TOTAL INVESTMENTS--99.6%
(Identified cost $212,481,350) ............................ 241,604,496(a)
Other assets and liabilities, net--0.4% ................... 1,036,185
------------
NET ASSETS--100.0% .......................................... $242,640,681
============

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $35,588,384 and gross
depreciation of $6,523,670 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$212,539,782.
(b) Non-income producing.
(c) Security exempt from registration under Rule 144A of the Securities Act of
1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At December 31,
2001, these securities amounted to a value of $6,681,117 or 2.8% of net
assets.
(d) As rated by Moody's, Fitch or Duff & Phelps.
(e) Variable or step coupon security; interest rate shown reflects the rate
currently in effect.

See Notes to Financial Statements

131

PHOENIX-OAKHURST BALANCED SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $212,481,350) ... $241,604,496
Cash ............................................................ 16,848
Receivables
Interest and dividends ........................................ 1,379,808
Fund shares sold .............................................. 86,657
Investment securities sold .................................... 5,465
Prepaid expenses ................................................ 2,120
------------
Total assets ................................................ 243,095,394
------------
LIABILITIES
Payables
Fund shares repurchased ....................................... 207,852
Investment advisory fee ....................................... 111,986
Printing fee .................................................. 74,908
Professional fee .............................................. 25,191
Financial agent fee ........................................... 17,968
Trustees' fee ................................................. 3,262
Accrued expenses ................................................ 13,546
------------
Total liabilities ........................................... 454,713
------------
NET ASSETS ...................................................... $242,640,681
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest .............. $216,961,239
Undistributed net investment income ........................... 535,974
Accumulated net realized loss ................................. (3,979,678)
Net unrealized appreciation ................................... 29,123,146
------------
NET ASSETS ...................................................... $242,640,681
============
Shares of beneficial interest outstanding,
$1 par value, unlimited authorization ......................... 19,669,938
============
Net asset value and offering price per share .................... $12.34
======

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Interest ...................................................... $ 6,876,459
Dividends ..................................................... 1,355,085
Foreign taxes withheld ........................................ (69)
-----------
Total investment income ..................................... 8,231,475
-----------
EXPENSES
Investment advisory fee ....................................... 1,347,718
Financial agent fee ........................................... 220,168
Printing ...................................................... 89,699
Custodian ..................................................... 49,965
Professional .................................................. 27,446
Trustees ...................................................... 8,437
Miscellaneous ................................................. 19,193
-----------
Total expenses .............................................. 1,762,626
Less expenses borne by investment adviser ................... (44,562)
Custodian fees paid indirectly .............................. (1,938)
-----------
Net expenses ................................................ 1,716,126
-----------
NET INVESTMENT INCOME ........................................... 6,515,349
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities ............................... (1,533,884)
Net change in unrealized appreciation
(depreciation) on investments ............................... 976,208
-----------
NET LOSS ON INVESTMENTS ......................................... (557,676)
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ............ $ 5,957,673
===========

See Notes to Financial Statements

132

PHOENIX-OAKHURST BALANCED SERIES

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
12/31/01 12/31/00
----------- ----------

FROM OPERATIONS
Net investment income (loss) ................................................. $ 6,515,349 $ 7,672,098
Net realized gain (loss) ..................................................... (1,533,884) 26,638,478
Net change in unrealized appreciation (depreciation) ......................... 976,208 (32,991,071)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .................. 5,957,673 1,319,505
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ........................................................ (6,487,362) (7,392,570)
Net realized short-term gains ................................................ (3,347,460) (1,340,985)
Net realized long-term gains ................................................. (1,521,676) (26,117,374)
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS .................... (11,356,498) (34,850,929)
------------ ------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (3,151,392 and 1,987,944 shares, respectively) . 38,944,984 28,345,836
Net asset value of shares issued from reinvestment of distributions
(929,801 and 2,675,907 shares, respectively) ............................... 11,356,498 34,850,929
Cost of shares repurchased (4,481,095 and 4,951,311 shares, respectively) .... (55,166,888) (70,675,852)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS .................... (4,865,406) (7,479,087)
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS ........................................ (10,264,231) (41,010,511)
NET ASSETS
Beginning of period .......................................................... 252,904,912 293,915,423
------------ ------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME (LOSS) OF
$535,974 AND $546,879, RESPECTIVELY) ....................................... $242,640,681 $252,904,912
============ ============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------
2001(4) 2000 1999 1998 1997
-------- -------- -------- -------- --------

Net asset value, beginning of period ........................... $12.60 $14.44 $13.74 $12.26 $12.06
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ................................. 0.33(3) 0.41 0.34 0.33 0.38
Net realized and unrealized gain (loss) ...................... (0.01) (0.33) 1.22 1.94 1.73
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ........................... 0.32 0.08 1.56 2.27 2.11
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ......................... (0.33) (0.40) (0.34) (0.32) (0.40)
Dividends from net realized gains ............................ (0.25) (1.52) (0.52) (0.47) (1.51)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS ........................................ (0.58) (1.92) (0.86) (0.79) (1.91)
------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE ...................................... (0.26) (1.84) 0.70 1.48 0.20
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD .................................. $12.34 $12.60 $14.44 $13.74 $12.26
====== ====== ====== ====== ======
Total return ................................................... 2.60% 0.51% 11.57% 19.01% 17.93%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) .......................... $242,641 $252,905 $293,915 $280,056 $231,180
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1) ........................................ 0.70%(2) 0.70% 0.70% 0.68% 0.71%
Net investment income ........................................ 2.66% 2.84% 2.43% 2.58% 2.92%
Portfolio turnover rate ........................................ 45% 56% 61% 110% 181%

<FN>
(1)If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 0.72% for
the period ended December 31, 2001.
(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)Computed using average shares outstanding.
(4)As required, effective January 1, 2001 the Fund has adopted the provisions of
AICPA Audit and Accounting Guide for Investment Companies and began
amortizing premium on debt securities and including paydown gains and losses
in interest income. The effect of this change for the year ended December 31,
2001 was to decrease the ratio of net investment income to average net assets
from 2.69% to 2.66%. There was no effect to net investment income per share
and net realized and unrealized gain (loss) per share. Per share ratios and
supplemental data for prior periods have not been restated to reflect this
change.
</FN>

See Notes to Financial Statements

133

PHOENIX-OAKHURST GROWTH AND INCOME SERIES

INVESTOR PROFILE
The Fund is appropriate for investors seeking dividend growth, current
income and capital appreciation.

INVESTMENT ADVISER'S REPORT
Major stock market indices fell for a second year in a row. The Dow Jones
Industrial Average(2) fell 5.42%, the S&P 500(1) fell 11.87% and the Nasdaq 100
Index(3) fell 20.80%. The Nasdaq fell more sharply due to deteriorating business
conditions in its technology components. The one bright spot in the stock market
was the small-cap sector. Small-cap stocks, represented by the Russell 2000
Index(4), rose 2.63%.

A weak economy, falling corporate earnings, record bankruptcy filings and
the September 11th terrorist attacks adversely affected stock prices. The
National Bureau of Economic Research declared that a recession officially began
in the U.S. in March of 2001. Overly optimistic business projections by
companies resulted in excess investment in technology infrastructure. When
demand for goods and services failed to meet supply, businesses cut back on
capital spending and fired workers. Banks and the capital markets tightened
their lending standards and cut off all but their most creditworthy customers
from much needed cash. This resulted in a record number of bankruptcies in 2001.
The most notable bankruptcy was Enron Corporation, which was the largest in U.S.
history. Excess manufacturing capacity remains a problem with utilization rates
at only 75%, the lowest levels since 1983. Despite all these problems, the
housing market was strong, and auto sales reached record levels due to 0%
financing incentives.

Due to the economic weakness the Federal Open Market Committee began
lowering interest rates in January. By the time the year was over, the Fed had
lowered the target rate on Federal Funds 11 times. The target rate started the
year at 6.5% and finished the year at 1.75%, the lowest level in 40 years.

The event that will be remembered and forever change our lives is the
September 11th terrorist attacks on the World Trade Center in New York and the
Pentagon in Washington D.C. Bio-terrorism was introduced to this country in the
form of the anthrax bacteria being sent through our postal system. These events
will have a permanent impact on our national security, the way we travel, send
mail and other aspects of our daily lives.

In this difficult environment, the portfolio performed well, beating the
S&P 500 Index, with a return of -8.17% for the year versus the -11.87% return of
the Index Successful sector allocation was the primary driver of our excess
return. The portfolio had a lower percentage of its assets invested in the S&P
500 technology stocks whose earnings were most adversely affected by the
cutbacks in capital spending. The portfolio also benefited from strong
performance in its defense holdings. L-3 Communications, Northrop Grumman and
General Dynamics all rose on expectations of higher defense spending to fight
terrorism.

The portfolio also had some good individual stock picks. Ultramar Diamond
Shamrock rose sharply on a buyout announcement from Valero Energy. Strong
spending on consumer electronics helped Best Buy. International Game Technology
rose on a string of greater-than-expected earnings, contributions to expected
earnings from its merger with Anchor Gaming and state budget deficits causing
some states to investigate initiating legalized gambling. Michaels Stores had a
good year due to strong sales of home decorations and craft products.

The portfolio was adversely affected by an overweight position in the
utility sector. Warmer-than-average winter temperatures and the recession
lowered electricity demand and caused electricity and natural gas prices to
trend sharply downward. This and the Enron bankruptcy gave utilities the dubious
distinction of being the worst performing sector in the U.S. equity market.

OUTLOOK
Most economists expect the economy and corporate earnings to improve in the
second half of 2002. Low interest rates, lower income tax rates, strong money
supply growth, lower energy prices, lower mortgage interest payments and a
possible government stimulus package are all expected to help lead the U.S.
economy out of the recession. Recent economic data have shown an improvement in
consumer confidence, durable goods orders and leading indicators. This
information causes us to be hopeful for positive stock market returns in 2002.

The portfolio is well diversified and positioned for a rising equity
market. Currently we are seeing attractive historical valuations in the
pharmaceutical, wireless telecommunications and utility industries.

134

PHOENIX-OAKHURST GROWTH AND INCOME SERIES

Growth and
Income S&P 500
Series Index(1)
3/2/98 $10,000.00 $10,000.00
12/31/98 12,045.30 11,895.30
12/31/99 14,093.30 14,409.40
12/29/00 13,161.90 13,085.60
12/31/01 12,087.10 11,531.70

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01

FROM
INCEPTION
3/2/98 TO
1 YEAR 12/31/01
- ----------------------------------------------------------------------------
Growth and Income Series (8.17)% 5.07%
- ----------------------------------------------------------------------------
S&P 500 Index(1) (11.87)% 3.79%
- ----------------------------------------------------------------------------

This chart assumes an initial gross investment of $10,000 made on 3/2/98
(inception of the Fund). Returns shown include the reinvestment of all
distributions at net asset value, and the change in share price for the stated
period. Returns indicate past performance, which is not predictive of future
performance. Investment return and net asset value will fluctuate so that your
shares, when redeemed, may be worth more or less than the original cost. Foreign
investing involves special risks such as currency fluctuation and less public
disclosure, as well as economic and political risks.
(1) The S&P 500 Index is an unmanaged, commonly used measure of stock market
total return performance. The index is not available for direct investment.
(2) The Dow Jones Industrial Average is unmanaged and measures large cap stock
total return performance and is provided for general comparative purposes.
(3) The Nasdaq 100 Index is unmanaged and measures technology oriented stock
total return performance and is provided for general comparative purposes.
(4) The Russell 2000 Index is an unmanaged, commonly used measure of small
capitalization stock total return performance and is provided for general
comparative purposes.
The indices are not available for direct investment.

135

PHOENIX-OAKHURST GROWTH AND INCOME SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
------ ------------
COMMON STOCKS--94.9%
AEROSPACE/DEFENSE--1.1%
Boeing Co. (The) ............................... 20,000 $ 775,600
General Dynamics Corp. ......................... 3,700 294,668
Northrop Grumman Corp. ......................... 2,500 252,025
------------
1,322,293
------------
ALUMINUM--0.4%
Alcoa, Inc. .................................... 11,700 415,935
------------
AUTOMOBILES--0.3%
Ford Motor Co. ................................. 22,600 355,272
------------
BANKS (MAJOR REGIONAL)--2.4%
Bank of New York Co., Inc. (The) ............... 2,300 93,840
Comerica, Inc. ................................. 8,800 504,240
FleetBoston Financial Corp. .................... 26,700 974,550
SunTrust Banks, Inc. ........................... 6,700 420,090
U.S. Bancorp ................................... 16,800 351,624
Zions Bancorporation ........................... 8,000 420,640
------------
2,764,984
------------
BANKS (MONEY CENTER)--1.7%
Bank of America Corp. .......................... 24,100 1,517,095
Wachovia Corp. ................................. 12,500 392,000
------------
1,909,095
------------
BANKS (REGIONAL)--0.2%
United Bankshares, Inc. ........................ 8,800 253,968
------------
BEVERAGES (NON-ALCOHOLIC)--1.5%
Coca-Cola Co. (The) ............................ 9,600 452,640
Pepsi Bottling Group, Inc. (The) ............... 6,200 145,700
PepsiCo, Inc. .................................. 24,300 1,183,167
------------
1,781,507
------------
BIOTECHNOLOGY--0.3%
Amgen, Inc. (b) ................................ 6,200 349,928
------------
BROADCASTING (TELEVISION, RADIO & CABLE)--0.4%
Clear Channel Communications, Inc. (b) ......... 3,900 198,549
EchoStar Communications Corp. Class A (b) ...... 8,000 219,760
------------
418,309
------------
CHEMICALS--0.6%
Dow Chemical Co. (The) ......................... 8,600 290,508
Du Pont (E.I.) de Nemours & Co. ................ 8,800 374,088
------------
664,596
------------
COMMUNICATIONS EQUIPMENT--1.7%
Comverse Technology, Inc. (b) .................. 13,700 306,469
Corning, Inc. .................................. 2,300 20,516
Harris Corp. ................................... 12,900 393,579
JDS Uniphase Corp. (b) ......................... 5,600 48,608
L-3 Communications Holdings, Inc. (b) .......... 4,800 432,000
Motorola, Inc. ................................. 18,600 279,372
QUALCOMM, Inc. (b) ............................. 9,000 454,500
Tellabs, Inc. (b) .............................. 2,300 34,408
------------
1,969,452
------------
COMPUTERS (HARDWARE)--3.3%
Apple Computer, Inc. (b) ....................... 10,100 221,190
Dell Computer Corp. (b) ........................ 27,600 750,168
Hewlett-Packard Co. ............................ 24,600 505,284
International Business Machines Corp. .......... 17,000 2,056,320
Sun Microsystems, Inc. (b) ..................... 26,900 330,870
------------
3,863,832
------------
COMPUTERS (NETWORKING)--1.0%
Cisco Systems, Inc. (b) ........................ 66,900 1,211,559
------------

SHARES VALUE
------ ------------

COMPUTERS (PERIPHERALS)--0.3%
EMC Corp. (b) .................................. 28,200 $ 379,008
------------
COMPUTERS (SOFTWARE & SERVICES)--5.1%
Adobe Systems, Inc. ............................ 7,700 239,085
Computer Associates International, Inc. ........ 17,100 589,779
Microsoft Corp. (b) ............................ 56,400 3,736,500
Oracle Corp. (b) ............................... 51,000 704,310
PeopleSoft, Inc. (b) ........................... 3,500 140,700
Siebel Systems, Inc. (b) ....................... 3,500 97,930
VeriSign, Inc. (b) ............................. 4,800 182,592
VERITAS Software Corp. (b) ..................... 4,400 197,252
------------
5,888,148
------------
CONSUMER FINANCE--0.5%
MBNA Corp. ..................................... 11,400 401,280
PMI Group, Inc. (The) .......................... 3,100 207,731
------------
609,011
------------
DISTRIBUTORS (FOOD & HEALTH)--1.0%
Cardinal Health, Inc. .......................... 4,100 265,106
McKesson Corp. ................................. 6,000 224,400
Performance Food Group Co. (b) ................. 4,100 144,197
SYSCO Corp. .................................... 21,300 558,486
------------
1,192,189
------------
ELECTRIC COMPANIES--4.0%
Dominion Resources, Inc. ....................... 5,500 330,550
DTE Energy Co. ................................. 7,100 297,774
Duke Energy Corp. .............................. 8,300 325,858
Energy East Corp. .............................. 26,000 493,740
Entergy Corp. .................................. 14,800 578,828
Mirant Corp. (b) ............................... 14,200 227,484
PPL Corp. ...................................... 9,400 327,590
Progress Energy, Inc. .......................... 10,900 490,827
Reliant Energy, Inc. ........................... 20,300 538,356
TXU Corp. ...................................... 8,300 391,345
UtiliCorp United, Inc. ......................... 25,900 651,903
------------
4,654,255
------------
ELECTRICAL EQUIPMENT--3.9%
General Electric Co. ........................... 101,500 4,068,120
Sanmina Corp. (b) .............................. 5,700 113,430
Solectron Corp. (b) ............................ 14,100 159,048
Vishay Intertechnology, Inc. (b) ............... 7,500 146,250
------------
4,486,848
------------
ELECTRONICS (SEMICONDUCTORS)--2.7%
Advanced Micro Devices, Inc. (b) ............... 5,000 79,300
Analog Devices, Inc. (b) ....................... 4,700 208,633
Intel Corp. .................................... 66,400 2,088,280
Micron Technology, Inc. (b) .................... 5,600 173,600
PMC-Sierra, Inc. (b) ........................... 5,200 110,552
Texas Instruments, Inc. ........................ 17,100 478,800
------------
3,139,165
------------
ENGINEERING & CONSTRUCTION--0.2%
Shaw Group, Inc. (The) (b) ..................... 9,200 216,200
------------
ENTERTAINMENT--2.5%
AOL Time Warner, Inc. (b) ...................... 52,700 1,691,670
Viacom, Inc. Class B (b) ....................... 18,800 830,020
Walt Disney Co. (The) .......................... 20,500 424,760
------------
2,946,450
------------
EQUIPMENT (SEMICONDUCTORS)--1.0%
Applied Materials, Inc. (b) .................... 10,300 413,030
KLA-Tencor Corp. (b) ........................... 6,900 341,964
Lam Research Corp. (b) ......................... 8,700 202,014

See Notes to Financial Statements

136

PHOENIX-OAKHURST GROWTH AND INCOME SERIES

SHARES VALUE
------ ------------

EQUIPMENT (SEMICONDUCTORS)--CONTINUED
Novellus Systems, Inc. (b) ..................... 5,800 $ 228,810
------------
1,185,818
------------
FINANCIAL (DIVERSIFIED)--11.7%
Ambac Financial Group, Inc. .................... 7,000 405,020
American Express Co. ........................... 13,100 467,539
Citigroup, Inc. ................................ 64,000 3,230,720
Fannie Mae ..................................... 10,600 842,700
Freddie Mac .................................... 7,400 483,960
J.P. Morgan Chase & Co. ........................ 40,400 1,468,540
Morgan Stanley Dean Witter & Co. ............... 24,400 1,364,936
SPDR Trust Series I ............................ 45,800 5,241,352
------------
13,504,767
------------
FOODS--1.0%
General Mills, Inc. ............................ 6,200 322,462
Hershey Foods Corp. ............................ 3,900 264,030
Kellogg Co. .................................... 6,400 192,640
McCormick & Co., Inc. .......................... 8,800 369,336
------------
1,148,468
------------
GAMING, LOTTERY & PARI-MUTUEL COMPANIES--0.1%
MGM Mirage, Inc. (b) ........................... 4,100 118,367
------------
HARDWARE & TOOLS--0.2%
Stanley Works (The) ............................ 5,400 251,478
------------
HEALTH CARE (DIVERSIFIED)--4.6%
Abbott Laboratories ............................ 15,200 847,400
American Home Products Corp. ................... 13,300 816,088
Bristol-Myers Squibb Co. ....................... 22,600 1,152,600
Johnson & Johnson .............................. 43,400 2,564,940
------------
5,381,028
------------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--5.5%
Forest Laboratories, Inc. (b) .................. 4,900 401,555
Lilly (Eli) & Co. .............................. 10,700 840,378
Merck & Co., Inc. .............................. 23,000 1,352,400
Pfizer, Inc. ................................... 67,100 2,673,935
Pharmacia Corp. ................................ 9,200 392,380
Schering-Plough Corp. .......................... 19,300 691,133
------------
6,351,781
------------
HEALTH CARE (GENERIC AND OTHER)--0.3%
Medicis Pharmaceutical Corp. Class A (b) ....... 5,600 361,704
------------
HEALTH CARE (MANAGED CARE)--2.0%
CIGNA Corp. .................................... 5,000 463,250
Oxford Health Plans, Inc. (b) .................. 17,400 524,436
UnitedHealth Group, Inc. ....................... 9,900 700,623
WellPoint Health Networks, Inc. (b) ............ 4,900 572,565
------------
2,260,874
------------
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--0.9%
Beckman Coulter, Inc. .......................... 6,300 279,090
Medtronic, Inc. (b) ............................ 15,500 793,755
------------
1,072,845
------------
HOUSEHOLD PRODUCTS (NON-DURABLE)--1.9%
Clorox Co. (The) ............................... 7,600 300,580
Colgate-Palmolive Co. .......................... 2,300 132,825
Kimberly-Clark Corp. ........................... 9,300 556,140
Procter & Gamble Co. (The) ..................... 15,100 1,194,863
------------
2,184,408
------------
HOUSEWARES--0.3%
Tupperware Corp. ............................... 16,400 315,700
------------
INSURANCE (LIFE/HEALTH)--0.9%
Lincoln National Corp. ......................... 15,500 752,835
MetLife, Inc. .................................. 8,000 253,440
------------
1,006,275
------------

SHARES VALUE
------ ------------
INSURANCE (MULTI-LINE)--1.9%
American International Group, Inc. 27,700 $ 2,199,380
------------
INSURANCE (PROPERTY-CASUALTY)--0.3%
MGIC Investment Corp. .......................... 3,000 185,160
Radian Group, Inc. ............................. 3,900 167,505
------------
352,665
------------
INSURANCE BROKERS--0.2%
Gallagher (Arthur J.) & Co. .................... 7,700 265,573
------------
INVESTMENT BANKING/BROKERAGE--1.0%
Goldman Sachs Group, Inc. (The) ................ 2,200 204,050
Lehman Brothers Holdings, Inc. ................. 5,500 367,400
Merrill Lynch & Co., Inc. ...................... 10,800 562,896
------------
1,134,346
------------
LEISURE TIME (PRODUCTS)--0.1%
Callaway Golf Co. .............................. 8,000 153,200
------------
LODGING - HOTELS--0.3%
Carnival Corp. ................................. 7,500 210,600
Starwood Hotels & Resorts Worldwide, Inc. ...... 5,900 176,115
------------
386,715
------------
MANUFACTURING (DIVERSIFIED)--2.9%
Honeywell International, Inc. .................. 11,600 392,312
ITT Industries, Inc. ........................... 3,700 186,850
Johnson Controls, Inc. ......................... 2,900 234,175
Minnesota Mining and Manufacturing Co. ......... 3,900 461,019
Tyco International Ltd. ........................ 24,100 1,419,490
United Technologies Corp. ...................... 10,300 665,689
------------
3,359,535
------------
NATURAL GAS--1.3%
Equitable Resources, Inc. ...................... 8,500 289,595
NICOR, Inc. .................................... 6,900 287,316
Sempra Energy .................................. 31,300 768,415
Williams Cos., Inc. (The) ...................... 5,200 132,704
------------
1,478,030
------------
OIL--1.2%
Amerada Hess Corp. ............................. 2,500 156,250
Conoco, Inc. ................................... 8,700 246,210
Occidental Petroleum Corp. ..................... 37,400 992,222
------------
1,394,682
------------
OIL & GAS (DRILLING & EQUIPMENT)--0.2%
Schlumberger Ltd. .............................. 1,800 98,910
Smith International, Inc. (b) .................. 3,200 171,584
------------
270,494
------------
OIL & GAS (EXPLORATION & PRODUCTION)--0.5%
Unocal Corp. ................................... 16,200 584,334
------------
OIL (INTERNATIONAL INTEGRATED)--3.5%
ChevronTexaco Corp. ............................ 15,300 1,371,033
Exxon Mobil Corp. .............................. 67,400 2,648,820
------------
4,019,853
------------
PAPER & FOREST PRODUCTS--0.3%
International Paper Co. ........................ 6,200 250,170
Weyerhaeuser Co. ............................... 900 48,672
------------
298,842
------------
PERSONAL CARE--0.4%
Alberto-Culver Co. Class B ..................... 5,100 228,174
Estee Lauder Cos., Inc. (The) Class A .......... 6,600 211,596
------------
439,770
------------
POWER PRODUCERS (INDEPENDENT)--0.2%
Calpine Corp. (b) .............................. 12,200 204,838
------------

See Notes to Financial Statements

137

PHOENIX-OAKHURST GROWTH AND INCOME SERIES

SHARES VALUE
------ ------------
RAILROADS--0.4%
Union Pacific Corp. ............................ 7,800 $ 444,600
------------
RETAIL (BUILDING SUPPLIES)--1.1%
Home Depot, Inc. (The) ......................... 18,500 943,685
Lowe's Cos., Inc. .............................. 7,000 324,870
------------
1,268,555
------------
RETAIL (COMPUTERS & ELECTRONICS)--0.7%
Best Buy Co., Inc. (b) ......................... 5,000 372,400
RadioShack Corp. ............................... 5,100 153,510
Tech Data Corp. (b) ............................ 7,600 328,928
------------
854,838
------------
RETAIL (DEPARTMENT STORES)--0.8%
Federated Department Stores, Inc. (b) .......... 7,900 323,110
May Department Stores Co. (The) ................ 9,100 336,518
Neiman Marcus Group, Inc. (The) Class A ........ 7,200 223,704
------------
883,332
------------
RETAIL (FOOD CHAINS)--0.2%
Safeway, Inc. (b) .............................. 6,100 254,675
------------
RETAIL (GENERAL MERCHANDISE)--2.6%
BJ's Wholesale Club, Inc. (b) .................. 3,500 154,350
Costco Wholesale Corp. (b) ..................... 5,600 248,528
Sears, Roebuck and Co. ......................... 8,000 381,120
Target Corp. ................................... 9,100 373,555
Wal-Mart Stores, Inc. .......................... 32,300 1,858,865
------------
3,016,418
------------
RETAIL (SPECIALTY)--0.6%
Foot Locker, Inc. .............................. 13,700 214,405
Michaels Stores, Inc. (b) ...................... 8,600 283,370
Tiffany & Co. .................................. 3,700 116,439
Zale Corp. (b) ................................. 2,600 108,888
------------
723,102
------------
RETAIL (SPECIALTY-APPAREL)--0.1%
Gap, Inc. (The) ................................ 8,600 119,884
------------
SAVINGS & LOAN COMPANIES--0.3%
Astoria Financial Corp. ........................ 12,000 317,520
------------
SERVICES (ADVERTISING/MARKETING)--0.3%
Interpublic Group of Cos., Inc. (The) .......... 6,700 197,918
Omnicom Group, Inc. ............................ 1,400 125,090
------------
323,008
------------
SERVICES (COMPUTER SYSTEMS)--0.6%
Electronic Data Systems Corp. .................. 9,800 671,790
------------
SERVICES (DATA PROCESSING)--0.4%
First Data Corp. ............................... 6,000 470,700
------------
SHIPPING--0.1%
Teekay Shipping Corp. .......................... 4,400 153,340
------------
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--0.8%
AT&T Wireless Services, Inc. (b) ............... 26,200 376,494
Nextel Communications, Inc. Class A (b) ........ 20,200 221,392
Nextel Partners, Inc. Class A (b) .............. 5,000 60,000
Sprint Corp. (PCS Group) (b) ................... 10,200 248,982
------------
906,868
------------
TELECOMMUNICATIONS (LONG DISTANCE)--0.9%
AT&T Corp. ..................................... 21,600 391,824
Sprint Corp. (FON Group) ....................... 9,600 192,768
WorldCom, Inc. - WorldCom Group (b) ............ 31,100 437,888
------------
1,022,480
------------

SHARES VALUE
------ ----------
TELEPHONE--3.0%
BellSouth Corp. ................................ 31,000 $ 1,182,650
SBC Communications, Inc. ....................... 28,100 1,100,677
Verizon Communications, Inc. ................... 26,100 1,238,706
------------
3,522,033
------------
TEXTILES (APPAREL)--0.9%
Jones Apparel Group, Inc. (b) .................. 10,100 335,017
Liz Claiborne, Inc. ............................ 4,500 223,875
Polo Ralph Lauren Corp. (b) .................... 6,600 176,616
Tommy Hilfiger Corp. (b) ....................... 18,600 255,750
------------
991,258
------------
TOBACCO--1.3%
Philip Morris Cos., Inc. ....................... 31,600 1,448,860
------------
TOTAL COMMON STOCKS
(Identified cost $108,594,041) ............................ 109,871,035
------------
FOREIGN COMMON STOCKS--2.1%
AIRLINES--0.0%
British Airways (United Kingdom) ............... 1,900 54,530
------------
AUTO PARTS & EQUIPMENT--0.2%
Magna International, Inc. Class A (Canada) ..... 4,100 260,227
------------
COMMUNICATIONS EQUIPMENT--0.2%
Nortel Networks Corp. (Canada) (b) ............. 26,600 199,500
------------
COMPUTERS (SOFTWARE & SERVICES)--0.2%
Check Point Software Technologies Ltd.
(Israel) (b) ................................. 4,400 175,516
------------
ELECTRICAL EQUIPMENT--0.2%
Flextronics International Ltd. (Singapore) (b) . 7,200 172,728
------------
FOODS--0.4%
Unilever NV NY Registered Shares (Netherlands) . 8,900 512,729
------------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--0.1%
Elan Corp. (Ireland) (b) ....................... 3,600 162,216
------------
OIL (INTERNATIONAL INTEGRATED)--0.8%
Royal Dutch Petroleum Co. NY Registered Shares
(Netherlands) ................................ 18,700 916,674
------------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $3,487,419) .............................. 2,454,120
------------
TOTAL LONG-TERM INVESTMENTS--97.0%
(Identified cost $112,081,460) ............................ 112,325,155
------------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000)
----------- -----
SHORT-TERM OBLIGATIONS--3.3%
COMMERCIAL PAPER--3.3%
Donnelley (R.R.) & Sons Co.
1.70%, 1/2/02 ....................... A-1 $ 940 939,956
Govco, Inc. 1.75%, 1/2/02 ............. A-1+ 2,800 2,799,864
------------
3,739,820
------------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $3,739,820) .............................. 3,739,820
------------
TOTAL INVESTMENTS--100.3%
(Identified cost $115,821,280) ............................ 116,064,975(a)
Other assets and liabilities, net--(0.3)% ................. (324,556)
------------
NET ASSETS--100.0% .......................................... $115,740,419
============

(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $13,341,025 and gross
depreciation of $13,701,553 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$116,425,503.
(b) Non-income producing.

See Notes to Financial Statements

138

PHOENIX-OAKHURST GROWTH AND INCOME SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $115,821,280) ... $116,064,975
Receivables
Investment securities sold .................................... 872,003
Dividends and interest ........................................ 143,537
Fund shares sold .............................................. 120,087
Prepaid expenses ................................................ 1,017
------------
Total assets ................................................ 117,201,619
------------
LIABILITIES
Cash overdraft .................................................. 3,029
Payables
Investment securities purchased ............................... 1,275,824
Fund shares repurchased ....................................... 24,673
Investment advisory fee ....................................... 61,494
Printing fee .................................................. 53,306
Professional fee .............................................. 24,536
Financial agent fee ........................................... 10,480
Trustees' fee ................................................. 3,262
Accrued expenses ................................................ 4,596
------------
Total liabilities ........................................... 1,461,200
------------
NET ASSETS ...................................................... $115,740,419
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest .............. $119,496,802
Undistributed net investment income ........................... 172,435
Accumulated net realized loss ................................. (4,172,513)
Net unrealized appreciation ................................... 243,695
------------
NET ASSETS ...................................................... $115,740,419
============
Shares of beneficial interest outstanding,
$1 par value, unlimited authorization ......................... 10,135,676
============
Net asset value and offering price per share .................... $11.42
======

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Dividends ..................................................... $ 1,625,097
Interest ...................................................... 89,536
Foreign taxes withheld ........................................ (7,008)
------------
Total investment income ..................................... 1,707,625
------------
EXPENSES
Investment advisory fee ....................................... 795,378
Financial agent fee ........................................... 128,370
Printing ...................................................... 64,182
Custodian ..................................................... 28,836
Professional .................................................. 26,854
Trustees ...................................................... 8,438
Miscellaneous ................................................. 7,746
------------
Total expenses .............................................. 1,059,804
Less expenses borne by investment adviser ................... (93,832)
Custodian fees paid indirectly .............................. (158)
------------
Net expenses ................................................ 965,814
------------
NET INVESTMENT INCOME ........................................... 741,811
------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities ............................... (3,857,903)
Net change in unrealized appreciation
(depreciation) on investments ............................... (6,712,958)
------------
NET LOSS ON INVESTMENTS ......................................... (10,570,861)
------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ............ $ (9,829,050)
============

See Notes to Financial Statements

139

PHOENIX-OAKHURST GROWTH AND INCOME SERIES

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
12/31/01 12/31/00
---------- ----------

FROM OPERATIONS
Net investment income (loss) ............................................................... $ 741,811 $ 591,291
Net realized gain (loss) ................................................................... (3,857,903) 443,082
Net change in unrealized appreciation (depreciation) ....................................... (6,712,958) (8,725,436)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ............................... (9,829,050) (7,691,063)
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ...................................................................... (580,441) (580,226)
Net realized long-term gains (265,628) (440,268)
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS .................................. (846,069) (1,020,494)
------------ ------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (3,808,993 and 3,891,857 shares, respectively) .............. 44,476,346 51,992,942
Net asset value of shares issued from reinvestment of distributions (71,582 and 79,917
shares, respectively) ................................................................... 846,069 1,020,494
Cost of shares repurchased (2,726,595 and 2,515,199 shares, respectively) ................. (31,396,116) (33,646,384)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ................................. 13,926,299 19,367,052
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS ..................................................... 3,251,180 10,655,495
NET ASSETS
Beginning of period ....................................................................... 112,489,239 101,833,744
------------ ------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME (LOSS) OF $172,435 AND $11,065,
RESPECTIVELY) ........................................................................... $115,740,419 $112,489,239
============ ============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

YEAR ENDED FROM
DECEMBER 31, INCEPTION
------------------------------------ 3/2/98 TO
2001 2000 1999 12/31/98
-------- -------- -------- ---------

Net asset value, beginning of period ................................. $12.52 $13.53 $11.99 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ....................................... 0.08 0.07 0.07 0.05
Net realized and unrealized gain (loss) ............................ (1.09) (0.96) 1.97 1.99
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS .................................. (1.01) (0.89) 2.04 2.04
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ............................... (0.06) (0.07) (0.07) (0.05)
Dividends from net realized gains .................................. (0.03) (0.05) (0.16) --
Tax return of capital .............................................. -- -- (0.27) --
------ ------ ------ ------
TOTAL DISTRIBUTIONS ............................................... (0.09) (0.12) (0.50) (0.05)
------ ------ ------ ------
CHANGE IN NET ASSET VALUE ............................................ (1.10) (1.01) 1.54 1.99
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD ....................................... $11.42 $12.52 $13.53 $11.99
====== ====== ====== ======
Total return .......................................................... (8.17)% (6.61)% 17.00% 20.45%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ................................ $115,740 $112,489 $101,834 $41,860
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (3) ............................................. 0.85%(4) 0.85% 0.85% 0.85%(1)
Net investment income .............................................. 0.65% 0.54% 0.71% 1.02%(1)
Portfolio turnover rate .............................................. 29% 53% 52% 81%(2)

<FN>
(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 0.93%,
0.94%, 1.01% and 1.46% for the periods ended December 31, 2001, 2000, 1999
and 1998, respectively.
(4) 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.
</FN>

See Notes to Financial Statements

140

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES

INVESTOR PROFILE
The Fund is appropriate for investors seeking as high a level of total rate
of return over an extended period of time as is considered consistent with
prudent investment risk.

During periods of economy difficulty, it is understandable that market
leaders are those engaged in businesses not severely effected by cyclical
weakness. Consumer staple and health-care issues have been the best performers
during this 12-month period. On the other hand, stocks of technology, consumer
services and telecommunication companies have performed poorly.

The Phoenix-Oakhurst Strategic Allocation Series returned 1.87% for the
year ended December 31, 2001, very favorable when compared with a return of
- -3.70% for the Balanced Benchmark Index(1). All performance figures assume
reinvestment of distributions and exclude the effect of sales charges.

141

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES

Lehman
Strategic Balanced Brothers Balanced
Allocation Benchmark S&P 500 Aggregate Benchmark
Series Index (new)(1) Index(2) Bond Index(3) (old)(4)
12/31/91 $10,000.00 $10,000.00 $10,000.00 $10,000.00 $10,000.00
12/31/92 11,066.90 10,762.70 10,769.10 10,740.00 10,723.40
12/31/93 12,287.00 11,832.70 11,846.00 11,787.30 11,714.90
12/30/94 12,109.30 11,794.30 12,002.70 11,443.50 11,737.40
12/29/95 14,315.80 15,288.10 16,504.60 13,558.10 14,933.30
12/31/96 15,610.90 17,602.20 20,341.50 14,050.30 17,073.90
12/31/97 18,846.70 21,760.00 27,130.70 15,406.60 20,821.90
12/31/98 22,765.60 26,348.30 34,932.50 16,744.90 24,917.00
12/31/99 25,329.40 29,523.00 42,315.50 16,606.80 27,795.40
12/29/00 25,476.30 29,221.90 38,427.90 18,537.50 27,656.60
12/31/01 25,952.40 28,139.40 33,864.70 20,102.70 26,800.80

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01

1 YEAR 5 YEARS 10 YEARS
- ----------------------------------------------------------------------------
Strategic Allocation Series 1.87% 10.70% 10.01%
- ----------------------------------------------------------------------------
Balanced Benchmark Index (new)(1) (3.70)% 9.84% 10.90%
- ----------------------------------------------------------------------------
S&P 500 Index(2) (11.87)% 10.73% 12.97%
- ----------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index(3) 8.44% 7.43% 7.23%
- ----------------------------------------------------------------------------
Balanced Benchmark Index (old)(4) (3.09)% 9.44% 10.36%
- ----------------------------------------------------------------------------

This chart assumes an initial gross investment of $10,000 made on 12/31/91.
Returns shown include the reinvestment of all distributions at net asset value,
and the change in share price for the stated period. Returns indicate past
performance, which is not predictive of future performance. Investment return
and net asset value will fluctuate so that your shares, when redeemed, may be
worth more or less than the original cost. High yield fixed income securities
generally are subject to greater market fluctuations and risk of loss of income
and principal than are investments in lower-yielding fixed income securities.
Foreign investing involves special risks such as currency fluctuation and less
public disclosure, as well as economic and political risks.
(1) The Balanced Benchmark Index (new) is unmanaged and is calculated based upon
the performance of the the following indices 60% S&P 500 Index/40% Lehman
Brothers Aggregate Bond Index. This benchmark was changed from the prior
year to more accurately reflect the allocation of the Series.
(2) The S&P 500 Index is an unmanaged, commonly used measure of stock market
total return performance and is provided for general comparative purposes.
(3) The Lehman Brothers Aggregate Bond Index is an unmanaged, commonly used
measure of bond performance and is provided for general comparative
purposes.
(4) The Balanced Benchmark Index (old) is unmanaged and is calculated based upon
the performance of the followng indices: 55% S&P 500 Index/35% Lehman
Brothers Aggregate Bond Index/10% U.S. Treasury Bill.
The indices are not available for direct investment.

142

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ----- ------------
U.S. GOVERNMENT SECURITIES--10.1%
U.S. TREASURY BONDS--3.3%
U.S. Treasury Bonds 6.125%, 11/15/27 .. AAA $ 2,300 $ 2,419,402
U.S. Treasury Bonds 5.25%, 11/15/28 ... AAA 2,835 2,655,377
U.S. Treasury Bonds 5.25%, 2/15/29 .... AAA 1,910 1,793,236
U.S. Treasury Bonds 6.125%, 8/15/29 ... AAA 4,400 4,669,843
U.S. Treasury Bonds 5.375%, 2/15/31 ... AAA 1,000 985,938
------------
12,523,796
------------
U.S. TREASURY NOTES--6.8%
U.S. Treasury Notes 2.75%, 10/31/03 ... AAA 3,539 3,531,398
U.S. Treasury Notes 4.75%, 2/15/04 .... AAA 1,200 1,239,000
U.S. Treasury Notes 5.25%, 5/15/04 .... AAA 840 875,831
U.S. Treasury Notes 4.625%, 5/15/06 ... AAA 12,500 12,674,313
U.S. Treasury Notes 3.50%, 11/15/06 ... AAA 800 771,187
U.S. Treasury Notes 4.75%, 11/15/08 ... AAA 4,275 4,258,302
U.S. Treasury Notes 6%, 8/15/09 ....... AAA 160 170,569
U.S. Treasury Notes 5.75%, 8/15/10 .... AAA 260 272,939
U.S. Treasury Notes 5%, 8/15/11 ....... AAA 1,560 1,556,100
------------
25,349,639
------------
TOTAL U.S. GOVERNMENT SECURITIES
(Identified cost $37,309,321) ............................. 37,873,435
------------
AGENCY NON MORTGAGE-BACKED SECURITIES--3.4%
Fannie Mae 4.375%, 10/15/06 ........... Aaa(c) 5,000 4,895,450
Fannie Mae 6.625%, 9/15/09 ............ Aaa(c) 2,395 2,558,296
Freddie Mac 6.625%, 9/15/09 ........... Aaa(c) 5,000 5,322,975
------------
TOTAL AGENCY NON MORTGAGE-BACKED SECURITIES
(Identified cost $12,194,217) ............................. 12,776,721
------------
MUNICIPAL BONDS--4.2%
CALIFORNIA--1.1%
Pasadena Pension Funding Revenue Taxable
Series A 7.10%, 5/15/10 ............. AAA 1,500 1,606,425
San Bernardino County Pension Obligation
Revenue Taxable 6.87%, 8/1/08 ....... AAA 410 436,104
Sonoma County Pension Obligation Revenue
Taxable 6.625%, 6/1/13 .............. AAA 925 964,442
Ventura County Pension Obligation Taxable
6.54%, 11/1/05 ...................... AAA 975 1,036,708
------------
4,043,679
------------
FLORIDA--1.7%
Miami Beach Special Obligation Revenue
Taxable 8.60%, 9/1/21 ............... AAA 3,210 3,497,520
Tampa Solid Waste System Revenue Taxable
Series A 6.33%, 10/1/06 ............. AAA 2,160 2,246,594
University of Miami Exchangeable Revenue
Taxable Series A 7.65%, 4/1/20 (e) .. AAA 540 558,549
------------
6,302,663
------------
NEW YORK--0.4%
New York State Dormitory Authority Pension
Obligation Revenue Taxable 6.90%,
4/1/03 .............................. AA- 725 748,642
New York State Environmental Facilities Corp.
6.70%, 3/15/08 ...................... AAA 795 833,097
------------
1,581,739
------------
PENNSYLVANIA--0.4%
Philadelphia Authority For Industrial
Development Pension Funding Retirement
Systems Revenue Taxable Series A 5.79%,
4/15/09 ............................. AAA 1,300 1,290,523
------------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ----- ------------
TEXAS--0.6%
Texas Water Resources Finance Authority
Revenue 6.62%, 8/15/10 .............. AAA $2,265 $ 2,341,761
------------
TOTAL MUNICIPAL BONDS
(Identified cost $15,044,345) ............................. 15,560,365
------------
ASSET BACKED SECURITIES--1.8%
AESOP Funding II LLC 97-1A, A2 6.40%,
10/20/03 ............................ AAA 2,000 2,043,780
AESOP Funding II LLC 98-1A 6.14%,
5/20/06 ............................. AAA 1,410 1,430,734
Green Tree Financial Corp. 96-7, M1 7.70%,
10/15/27 ............................ AA- 1,000 1,008,797
Premier Auto Trust 98-3, B
6.14%, 9/8/04 ....................... AAA 500 505,477
WFS Financial Owner Trust 00-D, A3 6.83%,
7/20/05 ............................. AAA 1,845 1,911,448
------------
TOTAL ASSET BACKED SECURITIES
(Identified cost $6,775,354) .............................. 6,900,236
------------
CORPORATE BONDS--2.7%
AIRLINES--0.4%
American Airlines, Inc. 01-2, A-2 144A
7.858%, 10/1/11 (d) ................. AA+ 500 501,190
Northwest Airlines Corp.00-1 G 8.072%,
10/1/19 ............................. AAA 835 860,642
------------
1,361,832
------------
BROADCASTING (TELEVISION, RADIO & CABLE)--0.3%
Comcast Cable Communications, Inc.
7.125%, 6/15/13 ..................... BBB 1,000 1,026,933
------------
COMPUTERS (SOFTWARE & SERVICES)--0.2%
Computer Associates International, Inc.
Series B 6.375%, 4/15/05 BBB+ 635 637,843
------------
DISTRIBUTORS (FOOD & HEALTH)--0.1%
AmerisourceBergen Corp. 8.125%, 9/1/08 BB- 560 576,800
------------
FINANCIAL (DIVERSIFIED)--0.2%
Erac U.S.A. Finance Co. 144A 7.35%,
6/15/08 (d) ......................... BBB+ 300 303,792
Pemex Project Funding Master Trust RegS
9.125%, 10/13/10 .................... BB+ 500 530,000
------------
833,792
------------
GAMING, LOTTERY & PARI-MUTUEL COMPANIES--0.2%
Harrahs Operating Co, Inc.
7.125%, 6/1/07 ...................... BBB- 250 250,032
MGM Mirage, Inc. 9.75%, 6/1/07 ........ BB+ 400 419,000
------------
669,032
------------
HEALTH CARE (SPECIALIZED SERVICES)--0.1%
HEALTHSOUTH Corp. 10.75%, 10/1/08 ..... BB+ 250 276,250
------------
INSURANCE (MULTI-LINE)--0.1%
Willis Corroon Corp. 9%, 2/1/09 ....... B+ 265 276,925
------------
IRON & STEEL--0.2%
Allegheny Technologies 144A 8.375%,
12/15/11 (d) ........................ BBB+ 800 783,918
------------
NATURAL GAS--0.0%
Dynegy Holdings, Inc. 8.125%, 3/15/05 . BBB+ 250 225,262
------------
OIL--0.1%
Conoco Funding Co. 5.45%, 10/15/06 .... BBB+ 250 255,825
------------

See Notes to Financial Statements

143

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ----- ------------
OIL & GAS (EXPLORATION & PRODUCTION)--0.2%
Chesapeake Energy Corp. 144A 8.375%,
11/1/08 (d) ......................... B+ $ 380 $ 377,150
Hanover Equipment Trust 01-A, 144A 8.50%,
9/1/08 (d) .......................... BB 280 292,600
------------
669,750
------------
PAPER & FOREST PRODUCTS--0.2%
Nortek, Inc. 8.875%, 8/1/08 ........... B+ 700 705,250
------------
RETAIL (SPECIALTY)--0.2%
Amerigas Partners Eagle Finance Corp.
8.875%, 5/20/11 ..................... BB+ 750 776,250
------------
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--0.1%
AT&T Wireless Services, Inc.
7.35%, 3/1/06 ....................... BBB 250 261,900
------------
TELECOMMUNICATIONS (LONG DISTANCE)--0.1%
WorldCom, Inc. 7.50%, 5/15/11 ......... BBB+ 500 514,338
------------
TRUCKS & PARTS--0.0%
Cummins Engine, Inc. 6.45%, 3/1/05 .... BBB 160 155,951
------------
TOTAL CORPORATE BONDS
(Identified cost $9,893,364) .............................. 10,007,851
------------
NON-AGENCY MORTGAGE-BACKED SECURITIES--8.5%
Advanta Mortgage Loan Trust 00-2, A3
7.76%, 5/25/18 ...................... AAA 875 920,391
CS First Boston Mortgage Securities Corp.
97-C2, A3 6.55%, 11/17/07 ........... AAA 4,200 4,298,730
DLJ Commercial Mortgage Corp. 99-CG1, A1B
6.46%, 1/10/09 ...................... Aaa(c) 500 507,957
DLJ Commercial Mortgage Corp. 98-CF2, A1B
6.24%, 11/12/31 ..................... Aaa(c) 4,150 4,173,186
First Horizon Asset Securities, Inc. 01-5 A3
6.75%, 7/25/31 ...................... AAA 1,000 1,000,000
First Union - Lehman Brothers Commercial
Mortgage 97-C1, B 7.43%, 4/18/07 .... Aa(c) 850 905,269
First Union Commercial Mortgage Trust
99-C1, A2 6.07%, 10/15/08 ........... AAA 3,000 3,012,656
G.E. Capital Mortgage Services, Inc. 96-8, 1M
7.25%, 5/25/26 ...................... AA 213 213,502
JP Morgan Chase Commercial Mortgage
Securities Corp. 01-CIBC, A3 6.26%,
4/15/33 ............................. AAA 1,810 1,835,453
LB Commercial Conduit Mortgage Trust
98-C4, A1B 6.21%, 10/15/08 .......... AAA 4,000 4,068,198
LB Commercial Conduit Mortgage Trust
99-C2, A2 7.325%, 9/15/09 ........... Aaa(c) 1,840 1,955,003
Lehman Large Loan 97-LLI, B 6.95%,
3/12/07 ............................. AA+ 645 677,743
Nationslink Funding Corp. 96-1, B 7.69%,
12/20/05 ............................ AA 450 471,445
Prudential Home Mortgage Securities 94-A
3B3 6.80%, 4/28/24 .................. AA-(c) 1,388 1,407,993
Residential Funding Mortgage Securities I
96-S1, A11 7.10%, 1/25/26 ........... AAA 1,322 1,346,748
Residential Funding Mortgage Securities I
96-S4, M1 7.25%, 2/25/26 ............ AAA 733 734,410
Securitized Asset Sales, Inc. 93-J, 2B
6.808%, 11/28/23 .................... AAA(c) 735 740,715
Washington Mutual Bank 99-WM3, 2A5
7.50%, 11/19/29 ..................... Aaa(c) 3,350 3,503,531
------------
TOTAL NON-AGENCY MORTGAGE-BACKED SECURITIES
(Identified cost $30,619,009) ............................. 31,772,930
------------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ----- ------------
FOREIGN GOVERNMENT SECURITIES--4.7%
BRAZIL--0.5%
Federal Republic of Brazil 11%,
8/17/40 ............................. BB- $ 750 $ 579,375
Federal Republic of Brazil C Bond 8%,
4/15/14 ............................. BB- 1,539 1,187,156
------------
1,766,531
------------
BULGARIA--0.9%
Republic of Bulgaria FLIRB Series A 4.563%,
7/28/12 (e) ......................... B+ 1,810 1,633,525
Republic of Bulgaria IAB PDI 4.563%,
7/28/11 (e) ......................... B+ 1,817 1,598,652
------------
3,232,177
------------
CHILE--0.2%
Republic of Chile 6.875%, 4/28/09 ..... A- 825 835,511
------------
COLOMBIA--0.3%
Republic of Colombia 9.75%, 4/9/11 .... BBB 485 507,700
Republic of Colombia 11.75%, 2/25/20 .. BB 750 750,000
------------
1,257,700
------------
COSTA RICA--0.5%
Republic of Costa Rica 144A 9.335%,
5/15/09 (d) ......................... BB 1,755 1,877,850
------------
CROATIA--0.1%
Croatia Series A 4.563%, 7/31/10 (e) .. BBB- 438 431,708
------------
MEXICO--0.3%
United Mexican States 8.125%, 12/30/19 BB+ 1,125 1,095,750
------------
PANAMA--0.4%
Republic of Panama 2.99%, 5/14/02 (e) . BB+ 125 125,890
Republic of Panama 8.875%, 9/30/27 (e) BB+ 1,500 1,387,500
------------
1,513,390
------------
POLAND--1.3%
Republic of Poland Bearer PDIP 6%,
10/27/14 (e) ........................ BBB+ 4,732 4,705,581
------------
URAGUAY--0.2%
Oriental Republic of Uruguay 7.875%,
7/15/27 ............................. BBB- 1,000 940,000
------------
TOTAL FOREIGN GOVERNMENT SECURITIES
(Identified cost $16,455,342) ............................. 17,656,198
------------
FOREIGN CORPORATE BONDS--2.9%
CANADA--0.2%
Bowater Canada Finance 144A 7.95%,
11/15/11 (d) ........................ BBB 750 768,821
------------
CAYMAN ISLANDS--2.2%
Pemex Finance Ltd. 9.03%, 2/15/11 ..... BBB+ 5,000 5,365,400
Pemex Finance Ltd. 7.33%, 5/15/12 ..... AAA 1,000 1,055,600
Petrobras International Finance 144A 9.75%,
7/6/11 (d) .......................... Baa(c) 1,500 1,485,000
Triton Energy Ltd. 8.875%, 10/1/07 .... BBB 250 277,500
------------
8,183,500
------------
CHILE--0.1%
Empresa Nacional de Electricidad SA Series B
8.50%, 4/1/09 ....................... BBB+ 140 143,455
Petropower I Funding Trust 144A 7.36%,
2/15/14 (d) ......................... BBB 431 397,739
------------
541,194
------------
MEXICO--0.1%
Telefonos de Mexico SA 8.25%, 1/26/06 . BB+ 500 525,625
------------

See Notes to Financial Statements

144

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ----- ------------
NETHERLANDS--0.3%
HSBC Capital Funding LP 144A 9.547%,
12/31/49 (d)(e) ..................... A- $ 900 $ 1,041,599
------------
TOTAL FOREIGN CORPORATE BONDS
(Identified cost $10,580,253) ............................. 11,060,739
------------

SHARES
------
COMMON STOCKS--55.5%
AEROSPACE/DEFENSE--1.2%
General Dynamics Corp. ......................... 40,000 3,185,600
Northrop Grumman Corp. ......................... 14,800 1,491,988
------------
4,677,588
------------
AIR FREIGHT--0.6%
FedEx Corp. (b) ................................ 41,800 2,168,584
------------
BANKS (MAJOR REGIONAL)--2.3%
FleetBoston Financial Corp. .................... 128,200 4,679,300
Wells Fargo & Co. .............................. 90,000 3,910,500
------------
8,589,800
------------
BANKS (MONEY CENTER)--1.7%
Bank of America Corp. .......................... 101,400 6,383,130
------------
BEVERAGES (NON-ALCOHOLIC)--2.0%
PepsiCo, Inc. .................................. 156,000 7,595,640
------------
BROADCASTING (TELEVISION, RADIO & CABLE)--1.5%
Clear Channel Communications, Inc. (b) ......... 85,700 4,362,987
Liberty Media Corp. Class A (b) ................ 97,600 1,366,400
------------
5,729,387
------------
CHEMICALS--0.5%
Dow Chemical Co. (The) ......................... 59,000 1,993,020
------------
COMMUNICATIONS EQUIPMENT--0.8%
ADTRAN, Inc. (b) ............................... 43,900 1,120,328
American Tower Corp. Class A (b) ............... 67,800 642,066
Harris Corp. ................................... 45,800 1,397,358
------------
3,159,752
------------
COMPUTERS (HARDWARE)--1.4%
International Business Machines Corp. .......... 45,000 5,443,200
------------
COMPUTERS (NETWORKING)--1.0%
Cisco Systems, Inc. (b) ........................ 204,000 3,694,440
------------
COMPUTERS (PERIPHERALS)--0.3%
Maxtor Corp. (b) ............................... 181,400 1,150,076
------------
COMPUTERS (SOFTWARE & SERVICES)--3.4%
Computer Associates International, Inc. ........ 89,400 3,083,406
Microsoft Corp. (b) ............................ 146,500 9,705,625
------------
12,789,031
------------
DISTRIBUTORS (FOOD & HEALTH)--2.4%
Cardinal Health, Inc. .......................... 35,400 2,288,964
McKesson Corp. ................................. 169,700 6,346,780
Performance Food Group Co. (b) ................. 5,500 193,435
------------
8,829,179
------------
ELECTRICAL EQUIPMENT--2.4%
General Electric Co. ........................... 229,200 9,186,336
------------
ELECTRONICS (SEMICONDUCTORS)--1.6%
Altera Corp. (b) ............................... 86,800 1,841,896
Fairchild Semiconductor Corp. Class A (b) ...... 62,200 1,754,040
Intel Corp. .................................... 42,600 1,339,770
Micron Technology, Inc. (b) .................... 38,200 1,184,200
------------
6,119,906
------------

SHARES VALUE
------ ----------
ENTERTAINMENT--1.5%
AOL Time Warner, Inc. (b) ...................... 61,400 $ 1,970,940
Viacom, Inc. Class B (b) ....................... 84,800 3,743,920
------------
5,714,860
------------
EQUIPMENT (SEMICONDUCTORS)--1.8%
Applied Materials, Inc. (b) .................... 50,900 2,041,090
Credence Systems Corp. (b) ..................... 34,800 646,236
Lam Research Corp. (b) ......................... 97,500 2,263,950
Novellus Systems, Inc. (b) ..................... 17,000 670,650
Teradyne, Inc. (b) ............................. 32,800 988,592
------------
6,610,518
------------
FINANCIAL (DIVERSIFIED)--5.3%
Citigroup, Inc. ................................ 177,700 8,970,296
Freddie Mac .................................... 59,800 3,910,920
J.P. Morgan Chase & Co. ........................ 61,500 2,235,525
Morgan Stanley Dean Witter & Co. ............... 85,600 4,788,464
------------
19,905,205
------------
FOODS--0.5%
Dean Foods Co. ................................. 27,110 1,848,900
------------
HEALTH CARE (DIVERSIFIED)--0.8%
Bristol-Myers Squibb Co. ....................... 61,100 3,116,100
------------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--1.6%
Pfizer, Inc. ................................... 153,200 6,105,020
------------
HEALTH CARE (GENERIC AND OTHER)--0.8%
King Pharmaceuticals, Inc. (b) ................. 67,733 2,853,591
------------
HEALTH CARE (HOSPITAL MANAGEMENT)--0.3%
HCA, Inc. ...................................... 29,500 1,136,930
------------
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--1.5%
Bard (C.R.), Inc. .............................. 48,600 3,134,700
Beckman Coulter, Inc. .......................... 23,400 1,036,620
Guidant Corp. (b) .............................. 27,000 1,344,600
------------
5,515,920
------------
HEALTH CARE (SPECIALIZED SERVICES)--0.6%
Omnicare, Inc. ................................. 95,600 2,378,528
------------
INSURANCE (MULTI-LINE)--1.8%
American International Group, Inc. ............. 84,400 6,701,360
------------
MANUFACTURING (DIVERSIFIED)--2.6%
Tyco International Ltd. ........................ 163,500 9,630,150
------------
OFFICE EQUIPMENT & SUPPLIES--0.3%
Miller (Herman), Inc. .......................... 49,700 1,175,902
------------
OIL--0.4%
Conoco, Inc. ................................... 48,000 1,358,400
------------
OIL & GAS (DRILLING & EQUIPMENT)--0.8%
Baker Hughes, Inc. ............................. 21,500 784,105
Schlumberger Ltd. .............................. 13,400 736,330
Tidewater, Inc. ................................ 26,500 898,350
Transocean Sedco Forex, Inc. ................... 15,400 520,828
------------
2,939,613
------------
OIL & GAS (EXPLORATION & PRODUCTION)--0.6%
Anadarko Petroleum Corp. ....................... 17,800 1,011,930
Unocal Corp. ................................... 31,300 1,128,991
------------
2,140,921
------------
OIL (INTERNATIONAL INTEGRATED)--1.1%
ChevronTexaco Corp. ............................ 16,200 1,451,682
Exxon Mobil Corp. .............................. 64,400 2,530,920
------------
3,982,602
------------

See Notes to Financial Statements

145

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES

SHARES VALUE
------ ----------
PAPER & FOREST PRODUCTS--0.3%
International Paper Co. ........................ 30,500 $ 1,230,675
------------
RETAIL (COMPUTERS & ELECTRONICS)--0.6%
Tech Data Corp. (b) ............................ 55,100 2,384,728
------------
RETAIL (DRUG STORES)--0.5%
Caremark Rx, Inc. (b) .......................... 106,600 1,738,646
------------
RETAIL (GENERAL MERCHANDISE)--1.4%
Wal-Mart Stores, Inc. .......................... 91,800 5,283,090
------------
SAVINGS & LOAN COMPANIES--0.4%
Golden State Bancorp, Inc. ..................... 55,000 1,438,250
------------
SERVICES (ADVERTISING/MARKETING)--0.9%
Lamar Advertising Co. (b) ...................... 76,100 3,222,074
------------
SERVICES (COMMERCIAL & CONSUMER)--1.3%
Cendant Corp. (b) .............................. 170,600 3,345,466
Crown Castle International Corp. (b) ........... 141,900 1,515,492
------------
4,860,958
------------
SERVICES (DATA PROCESSING)--1.9%
BISYS Group, Inc. (The) (b) .................... 41,200 2,636,388
Fiserv, Inc. (b) ............................... 102,450 4,335,684
------------
6,972,072
------------
TELECOMMUNICATIONS (CELLULAR/WIRELESS)--0.3%
Nextel Communications, Inc. Class A (b) ........ 90,200 988,592
------------
TELEPHONE--1.3%
SBC Communications, Inc. ....................... 82,400 3,227,608
Verizon Communications, Inc. ................... 35,900 1,703,814
------------
4,931,422
------------
TEXTILES (APPAREL)--0.6%
Jones Apparel Group, Inc. (b) .................. 24,800 822,616
Liz Claiborne, Inc. ............................ 26,500 1,318,375
------------
2,140,991
------------
TRUCKERS--0.6%
United Parcel Service, Inc. Class B ............ 41,300 2,250,850
------------
TOTAL COMMON STOCKS
(Identified cost $170,403,626) ............................ 208,065,937
------------
FOREIGN COMMON STOCKS--0.9%
COMMUNICATIONS EQUIPMENT--0.3%
Nokia Oyj ADR (Finland) ........................ 42,500 1,042,525
------------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--0.6%
Elan Corp. plc ADR (Ireland) (b) ............... 51,700 2,329,602
------------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $2,698,298) .............................. 3,372,127
------------
UNIT INVESTMENT TRUSTS--1.3%
SPDR Trust Series I ............................ 41,600 4,760,704
------------
TOTAL UNIT INVESTMENT TRUSTS
(Identified cost $5,465,926) .............................. 4,760,704
------------
TOTAL LONG-TERM INVESTMENTS--96.0%
(Identified cost $317,439,055) ............................ 359,807,243
------------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000) VALUE
----------- ----- ------------
SHORT-TERM OBLIGATIONS--3.6%
COMMERCIAL PAPER--2.9%
Asset Securitization Corp. 1.75%,
1/2/02 .............................. A-1+ $3,185 $ 3,184,845
Lexington Parker Capital Co. LLC 1.95%,
1/9/02 .............................. A-1 2,005 2,004,131
Gannett Co, Inc. 1.84%, 1/23/02 ....... A-1 1,290 1,288,550
Park Avenue Receivables 1.97%, 1/25/02 A-1 3,500 3,495,404
Lexington Parker Capital Co. LLC 1.86%,
3/13/02 ............................. A-1 1,140 1,135,921
------------
11,108,851
------------
FEDERAL AGENCY SECURITIES--0.7%
Federal Home Loan Bank 2.25%, 12/27/02 AAA 2,500 2,498,885
------------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $13,608,747) ............................. 13,607,736
------------
TOTAL INVESTMENTS--99.6%
(Identified cost $331,047,802) ............................ 373,414,979(a)
Other assets and liabilities, net--0.4% ................... 1,401,856
------------
NET ASSETS--100.0% .......................................... $374,816,835
============

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $52,941,695 and gross
depreciation of $10,986,832 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$331,460,116.
(b) Non-income producing.
(c) As rated by Moody's or Fitch.
(d) Security exempt from registration under Rule 144A of the Securities Act of
1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At December 31,
2001, these securities amounted to a value of $7,829,659 or 2.09% of net
assets.
(e) Variable or step coupon security; interest rate shown reflects the rate
currently in effect.

See Notes to Financial Statements

146

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $331,047,802) ... $373,414,979
Cash ............................................................ 48,750
Receivables
Interest and dividends ........................................ 1,939,012
Fund shares sold .............................................. 40,877
Prepaid expenses ................................................ 3,389
------------
Total assets ................................................ 375,447,007
------------
LIABILITIES
Payables
Fund shares repurchased ....................................... 302,809
Investment advisory fee ....................................... 185,299
Printing fee .................................................. 86,702
Financial agent fee ........................................... 23,300
Trustees' fee ................................................. 3,262
Accrued expenses ................................................ 28,800
------------
Total liabilities ........................................... 630,172
------------
NET ASSETS ...................................................... $374,816,835
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest .............. $338,278,037
Undistributed net investment income ........................... 806,279
Accumulated net realized loss ................................. (6,634,658)
Net unrealized appreciation ................................... 42,367,177
------------
NET ASSETS ...................................................... $374,816,835
============
Shares of beneficial interest outstanding,
$1 par value, unlimited authorization ......................... 26,935,870
============
Net asset value and offering price per share .................... $13.92
======

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Interest ...................................................... $10,628,141
Dividends ..................................................... 2,140,446
Foreign taxes withheld ........................................ (105)
-----------
Total investment income ..................................... 12,768,482
-----------
EXPENSES
Investment advisory fee ....................................... 2,272,974
Financial agent fee ........................................... 290,434
Printing ...................................................... 84,575
Custodian ..................................................... 57,378
Professional .................................................. 27,464
Trustees ...................................................... 8,437
Miscellaneous ................................................. 38,969
-----------
Total expenses .............................................. 2,780,231
Custodian fees paid indirectly .............................. (19,079)
-----------
Net expenses ................................................ 2,761,152
-----------
NET INVESTMENT INCOME ........................................... 10,007,330
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities ............................... (2,464,632)
Net change in unrealized appreciation
(depreciation) on investments ............................... (1,068,355)
-----------
NET LOSS ON INVESTMENTS ......................................... (3,532,987)
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ............ $ 6,474,343
===========

See Notes to Financial Statements

147

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
12/31/01 12/31/00
---------- ----------
FROM OPERATIONS

Net investment income (loss) ........................................................... $ 10,007,330 $ 11,688,744
Net realized gain (loss) ............................................................... (2,464,632) 39,681,266
Net change in unrealized appreciation (depreciation) ................................... (1,068,355) (49,097,278)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONs ............................ 6,474,343 2,272,732
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income .................................................................. (9,798,013) (11,570,242)
Net realized short-term gains .......................................................... (2,336,653) (2,432,207)
Net realized long-term gains ........................................................... (4,043,514) (39,971,460)
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS .............................. (16,178,180) (53,973,909)
------------ ------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (2,160,117 and 1,631,276 shares, respectively) ........... 30,160,519 26,157,958
Net asset value of shares issued from reinvestment of distributions
(1,176,732 and 3,666,338 shares, respectively) ....................................... 16,178,180 53,973,909
Cost of shares repurchased (5,455,567 and 5,700,696 shares, respectively) .............. (75,830,661) (91,126,573)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS .............................. (29,491,962) (10,994,706)
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS .................................................. (39,195,799) (62,695,883)
NET ASSETS
Beginning of period .................................................................... 414,012,634 476,708,517
------------ ------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME (LOSS) OF $806,279
AND $626,418, RESPECTIVELY) .......................................................... $374,816,835 $414,012,634
============ ============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

YEAR ENDED DECEMBER 31,
-------------------------------------------------
2001(3) 2000 1999 1998 1997
-------- -------- -------- -------- --------

Net asset value, beginning of period ................................... $14.25 $16.18 $15.65 $14.12 $13.65
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ......................................... 0.36(1) 0.44 0.36 0.29 0.32
Net realized and unrealized gain (loss) .............................. (0.11) (0.33) 1.36 2.57 2.46
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ................................... 0.25 0.11 1.72 2.86 2.78
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ................................. (0.35) (0.43) (0.36) (0.28) (0.33)
Dividends from net realized gains .................................... (0.23) (1.61) (0.83) (1.05) (1.98)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS ................................................ (0.58) (2.04) (1.19) (1.33) (2.31)
------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE .............................................. (0.33) (1.93) 0.53 1.53 0.47
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD ......................................... $13.92 $14.25 $16.18 $15.65 $14.12
====== ====== ====== ====== ======
Total return ........................................................... 1.87% 0.58% 11.26% 20.79% 20.73%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) .................................. $374,817 $414,013 $476,709 $480,897 $429,002
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses ................................................... 0.71%(2) 0.70% 0.70% 0.68% 0.71%
Net investment income ................................................ 2.56% 2.65% 2.21% 1.97% 2.09%
Portfolio turnover rate ................................................ 44% 60% 65% 139% 368%

(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) As required, effective January 1, 2001, the Fund has adopted the provisions
of AICPA Audit and Accounting Guide for Investment Companies and began
amortizing premium on debt securities and including paydown gains and losses
in interest income. The effect of this change for the year ended December
31, 2001 to decrease the ratio of net investment income to average net
assets from 2.60% to 2.56%. There was no effect to net investment income per
share and net realized and unrealized gain (loss) per share. Per share
ratios and supplemental data for prior periods have not been restated to
reflect this change.

See Notes to Financial Statements

148

PHOENIX-SANFORD BERNSTEIN GLOBAL VALUE SERIES

INVESTOR PROFILE
The Fund is appropriate for investors seeking long-term capital growth
through investment in equity securities of foreign and U.S. companies.

INVESTMENT ADVISER'S REPORT
For the year 2001, the Phoenix-Sanford Bernstein Global Value Series
strongly outperformed the MSCI World Index(1) returning -6.84% while the Index's
return for the year was -16.52%.

Our 2001 premium came primarily from stock selection. And most of this
strong stock selection resulted from picking better-than-average performers
across virtually all sectors. In addition, we benefited from our decision to
emphasize certain sectors while underweighting others. In particular, our
underweight of the Technology/Electronics sector--which underperformed massively
for the year, despite a fourth-quarter rally--contributed to our premium. We
were also successful at picking the right stocks across most geographies, with
outperformance in virtually every large market. Strong stock selection--in the
US was by far the biggest contributor to relative returns, though stock
selection in Japan and the UK also helped.

We gained a meaningful portion of our stock-selection premium for the year
in particularly challenging environments--the Japanese market and economically
sensitive industries. Japan is the major exception cited in most predictions of
a global economic recovery. It recently re-entered recession, and few economists
expect it to emerge anytime soon. Nonetheless, we have found many good Japanese
companies to invest in. For some time, we have been emphasizing global winners
that are not dependent on the domestic economy; these have been performing very
well for us. It is more challenging, perhaps, to find companies with a domestic
focus that can generate earnings growth. Even here, however, we have had
successes. We have also produced a premium in the weak Finance sector by
focusing on regional banks rather than large money-center banks whose capital
has been eroded by exposure to nonperforming real-estate loans.

Many cyclical stocks enjoyed strong performance despite the weak global
economy. In some cases, the strong performers are companies whose conservative
investment patterns during recent cyclical peaks have positioned them to weather
a continued downturn and recover quickly in the event of an economic turnaround.
Our holdings in the Consumer Cyclical, Capital Equipment and Transportation
sectors were especially strong this year.

In terms of country bets, below-index exposure to the Finnish market, which
was the weakest performer in 2001, and above-index exposure to New Zealand,
which thrived during the year, were two major positives for the Fund.

OUTLOOK
The Fund appears well positioned for various economic scenarios. As the
pricing disparities that characterized markets just a few years ago have largely
dissipated, we will continue to rely on research to identify quality companies
at low prices--the type that can both weather a downturn and ride a recovery. In
short, we see considerable investment opportunities outside the US today, and we
have positioned our portfolios to exploit the strongest opportunities we see.

149

PHOENIX-SANFORD BERNSTEIN GLOBAL VALUE SERIES

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Global Value Series MSCI World Index(1) S&P 500 Index(2)
11/20/00 $10,000.00 $10,000.00 $10,000.00
12/29/00 10,435.10 10,163.20 9 844.46
12/31/01 9,721.45 8,484.12 8 675.44

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01

FROM
INCEPTION
11/20/00 TO
1 YEAR 12/31/01
- -------------------------------------------------------------------------
Global Value Series (6.84)% (2.51)%
- -------------------------------------------------------------------------
MSCI World Index(1) (16.52)% (14.06)%
- -------------------------------------------------------------------------
S&P 500 Index(2) (11.87)% (11.99)%
- -------------------------------------------------------------------------

This chart assumes an initial gross investment of $10,000 made on 11/20/00
(inception of the Fund). Returns shown include the reinvestment of all
distributions at net asset value, and the change in share price for the stated
period. Returns indicate past performance, which is not predictive of future
performance. Investment return and net asset value will fluctuate so that your
shares, when redeemed, may be worth more or less than the original cost. Foreign
investing involves special risks such as currency fluctuation and less public
disclosure, as well as economic and political risks.
(1) The MSCI World Index is an unmanaged, commonly used measure of global
value-oriented stock total return performance.
(2) The S&P 500 Index is an unmanaged, commonly used measure of stock market
total return performance and is provided for general comparative purposes.
The indices are not available for direct investment.

150

PHOENIX-SANFORD BERNSTEIN GLOBAL VALUE SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
------ -----------
COMMON STOCKS--48.4%
UNITED STATES--48.4%
Abbott Laboratories (Health Care
(Diversified)) ............................... 900 $ 50,175
Acuity Brands, Inc. (Electrical
Equipment) (b) ............................... 400 4,840
Adaptec, Inc. (Electronics
(Semiconductors)) (b) ........................ 400 5,800
Allstate Corp. (The) (Insurance
(Property-Casualty)) ......................... 900 30,330
Amerada Hess Corp. (Oil) ....................... 300 18,750
Ameren Corp. (Electric Companies) .............. 400 16,920
American Electric Power Co., Inc. (Electric
Companies) ................................... 600 26,118
American Home Products Corp. (Health Care
(Diversified)) ............................... 150 9,204
American International Group, Inc. (Insurance
(Multi-Line)) ................................ 700 55,580
Amgen, Inc. (Biotechnology) (b) ................ 100 5,644
AmSouth Bancorp. (Banks (Major Regional)) ...... 1,200 22,680
AOL Time Warner, Inc. (Entertainment) (b) ...... 1,150 36,915
Aon Corp. (Insurance Brokers) .................. 700 24,864
Archer-Daniels-Midland Co. (Agricultural
Products) .................................... 1,785 25,615
Arrow Electronics, Inc. (Electronics (Component
Distributors)) (b) ........................... 800 23,920
Ashland, Inc. (Oil & Gas (Refining &
Marketing)) .................................. 550 25,344
AT&T Corp. (Telecommunications (Long
Distance)) ................................... 1,900 34,466
Avnet, Inc. (Electronics (Component
Distributors)) ............................... 800 20,376
Bank of America Corp. (Banks (Money Center)) ... 1,200 75,540
Bank One Corp. (Banks (Major Regional)) ........ 1,025 40,026
Bear Stearns Cos., Inc. (The) (Investment
Banking/Brokerage) ........................... 400 23,456
BellSouth Corp. (Telephone) .................... 400 15,260
Bemis Co., Inc. (Containers & Packaging (Paper)) 500 24,590
Big Lots, Inc. (Retail (Discounters)) .......... 1,000 10,400
Black & Decker Corp. (The) (Hardware & Tools) .. 525 19,808
Bristol-Myers Squibb Co. (Health Care
(Diversified)) ............................... 1,000 51,000
Burlington Northern Santa Fe Corp. (Railroads) . 975 27,817
Cabot Corp. (Chemicals) ........................ 650 23,205
Centex Corp. (Homebuilding) .................... 250 14,272
Charter One Financial, Inc. (Savings & Loan
Companies) ................................... 840 22,806
ChevronTexaco Corp. (Oil (International
Integrated)) ................................. 515 46,149
Cinergy Corp. (Electric Companies) ............. 750 25,072
Cisco Systems, Inc. (Computers
(Networking)) (b) ............................ 2,100 38,031
Citigroup, Inc. (Financial (Diversified)) ...... 1,930 97,426
CMS Energy Corp. (Electric Companies) .......... 500 12,015
Coca-Cola Co. (The) (Beverages
(Non-Alcoholic)) ............................. 600 28,290
Comerica, Inc. (Banks (Major Regional)) ........ 400 22,920
Compuware Corp. (Computers (Software &
Services)) (b) ............................... 2,000 23,580
ConAgra Foods, Inc. (Foods) .................... 1,075 25,553
Consolidated Edison, Inc. (Electric Companies) . 600 24,216
Cooper Industries, Inc. (Electrical Equipment) . 700 24,444
Dana Corp. (Auto Parts & Equipment) ............ 600 8,328
Dell Computer Corp. (Computers (Hardware)) (b) . 400 10,872
Delphi Automotive Systems (Auto Parts &
Equipment) ................................... 1,400 19,124
Donnelley (R.R.) & Sons Co. (Specialty
Printing) .................................... 800 23,752
Dow Chemical Co. (The) (Chemicals) ............. 1,244 42,022
Du Pont (E.I.) de Nemours & Co. (Chemicals) .... 800 34,008
Eastman Chemical Co. (Chemicals) ............... 300 11,706
Eaton Corp. (Manufacturing (Diversified)) ...... 75 5,581
Electronic Data Systems Corp. (Services
(Computer Systems)) .......................... 600 41,130
Exxon Mobil Corp. (Oil (International
Integrated)) ................................. 2,600 102,180
Fannie Mae (Financial (Diversified)) ........... 775 61,612
Federated Department Stores, Inc. (Retail
(Department Stores)) (b) 500 20,450
FleetBoston Financial Corp. (Banks (Major
Regional)) ................................... 1,081 39,456
FMC Corp. (Chemicals (Diversified)) (b) ........ 300 17,850
Fortune Brands, Inc. (Housewares) .............. 600 23,754
Freddie Mac (Financial (Diversified)) .......... 300 19,620
General Electric Co. (Electrical Equipment) .... 4,000 160,320

SHARES VALUE
------ -----------
UNITED STATES--CONTINUED
Genuine Parts Co. (Auto Parts & Equipment) ..... 800 $ 29,360
Georgia-Pacific Corp. (Paper & Forest
Products) .................................... 850 23,468
Golden West Financial Corp. (Savings & Loan
Companies) ................................... 475 27,954
Goodrich Corp. (Aerospace/Defense) ............. 825 21,962
Goodyear Tire & Rubber Co. (The) (Auto Parts &
Equipment) ................................... 800 19,048
Health Net, Inc. (Health Care (Managed
Care)) (b) 1,100 23,958
Hewlett-Packard Co. (Computers (Hardware)) ..... 2,250 46,215
Hilton Hotels Corp. (Lodging - Hotels) ......... 1,400 15,288
Home Depot, Inc. (The) (Retail (Building
Supplies)) ................................... 300 15,303
Household International,Inc. (Consumer
Finance) 125 7,243
Hubbell, Inc. Class B (Electrical Equipment) ... 500 14,690
Huntington Bancshares, Inc. (Banks (Major
Regional)) ................................... 1,300 22,347
Intel Corp. (Electronics (Semiconductors)) ..... 1,900 59,755
International Business Machines Corp.
(Computers (Hardware)) ....................... 600 72,576
International Paper Co. (Paper & Forest
Products) 300 12,105
ITT Industries, Inc. (Manufacturing
(Diversified)) ............................... 300 15,150
J.P. Morgan Chase & Co. (Financial
(Diversified)) ............................... 900 32,715
Johnson & Johnson (Health Care (Diversified)) .. 900 53,190
Jones Apparel Group, Inc. (Textiles
(Apparel)) (b) ............................... 700 23,219
KeyCorp (Banks (Major Regional)) ............... 1,150 27,991
Lear Corp. (Auto Parts & Equipment) (b) ........ 650 24,791
Leggett & Platt, Inc. (Household Furnishings &
Appliances) .................................. 1,000 23,000
Lehman Brothers Holdings, Inc. (Investment
Banking/Brokerage) ........................... 325 21,710
Lilly (Eli) & Co. (Health Care (Drugs-Major
Pharmaceuticals)) ............................ 200 15,708
Liz Claiborne, Inc. (Textiles (Apparel)) ....... 400 19,900
Lockheed Martin Corp. (Aerospace/Defense) ...... 125 5,834
Louisiana-Pacific Corp. (Paper & Forest
Products) .................................... 1,000 8,440
Lubrizol Corp. (The) (Chemicals (Specialty)) ... 500 17,545
May Department Stores Co. (The) (Retail
(Department Stores)) ......................... 700 25,886
Mead Corp. (The) (Paper & Forest Products) ..... 700 21,623
Medtronic, Inc. (Health Care (Medical Products &
Supplies)) (b) ............................... 100 5,121
Merck & Co., Inc. (Health Care (Drugs-Major
Pharmaceuticals)) ............................ 1,100 64,680
MetLife, Inc. (Insurance (Life/Health)) ........ 775 24,552
MGIC Investment Corp. (Insurance (Property-
Casualty)) ................................... 400 24,688
Microsoft Corp. (Computers (Software &
Services)) (b) 2,050 135,813
Millennium Chemicals, Inc. (Chemicals
(Specialty)) ................................. 650 8,190
National City Corp. (Banks (Major Regional)) ... 1,000 29,240
Norfolk Southern Corp. (Railroads) ............. 1,300 23,829
Oracle Corp. (Computers (Software &
Services)) (b) ............................... 1,000 13,810
Pfizer, Inc. (Health Care (Drugs-Major
Pharmaceuticals)) ............................ 3,300 131,505
PG&E Corp. (Electric Companies) (b) ............ 950 18,278
Pharmacia Corp. (Health Care (Drugs-Major
Pharmaceuticals)) ............................ 950 40,518
Philip Morris Cos., Inc. (Tobacco) ............. 1,525 69,921
Phillips Petroleum Co. (Oil) ................... 300 18,078
PPG Industries, Inc. (Chemicals (Diversified)) . 500 25,860
Praxair, Inc. (Chemicals) ...................... 600 33,150
Procter & Gamble Co. (The) (Household Products
(Non-Durable)) ............................... 200 15,826
Quantum Corp. - DLT & Storage Systems (Computers
(Peripherals)) (b) ........................... 1,400 13,790
Regions Financial Corp. (Banks (Major
Regional)) ................................... 800 23,952
Sara Lee Corp. (Foods) ......................... 900 20,007
SBC Communications, Inc. (Telephone) ........... 900 35,253
Schering-Plough Corp. (Health Care (Drugs-
Major Pharmaceuticals)) ...................... 500 17,905
Sears, Roebuck and Co. (Retail (General
Merchandise)) ................................ 700 33,348

See Notes to Financial Statements

151

PHOENIX-SANFORD BERNSTEIN GLOBAL VALUE SERIES

SHARES VALUE
------ -----------
UNITED STATES--CONTINUED
Sherwin-Williams Co. (The) (Retail (Building
Supplies)) ................................... 950 $ 26,125
Smurfit-Stone Container Corp. (Paper & Forest
Products) (b) ................................ 1,200 19,164
Solectron Corp. (Electrical Equipment) (b) ..... 1,700 19,176
Sonoco Products Co. (Containers & Packaging
(Paper)) ..................................... 900 23,922
SouthTrust Corp. (Banks (Major Regional)) ...... 1,200 29,604
Sprint Corp. (FON Group) (Telecommunications
(Long Distance)) ............................. 1,000 20,080
St. Paul Cos., Inc. (The) (Insurance (Property-
Casualty)) ................................... 525 23,084
Sun Company, Inc. (Oil & Gas (Refining &
Marketing)) .................................. 600 22,404
SunTrust Banks, Inc. (Banks (Major Regional)) .. 500 31,350
SUPERVALU, Inc. (Distributors (Food & Health)) . 500 11,060
Tech Data Corp. (Retail (Computers &
Electronics)) (b) ............................ 200 8,656
Temple-Inland, Inc. (Containers & Packaging
(Paper)) ..................................... 200 11,346
Texas Instruments, Inc. (Electronics
(Semiconductors)) ............................ 200 5,600
TJX Cos., Inc. (The) (Retail (Specialty-
Apparel)) .................................... 700 27,902
Torchmark Corp. (Insurance (Life/Health)) ...... 500 19,665
TRW, Inc. (Auto Parts & Equipment) ............. 500 18,520
Tyson Foods, Inc. Class A (Foods) .............. 2,100 24,255
U.S. Bancorp (Banks (Major Regional)) .......... 2,165 45,313
Ultramar Diamond Shamrock Corp. (Oil & Gas
(Refining & Marketing)) ...................... 200 9,896
Union Pacific Corp. (Railroads) ................ 500 28,500
Union Planters Corp. (Banks (Major Regional)) .. 500 22,565
V. F. Corp. (Textiles (Apparel)) ............... 400 15,604
Valero Energy Corp. (Oil & Gas (Refining &
Marketing)) .................................. 250 9,530
Verizon Communications, Inc. (Telephone) ....... 1,700 80,682
Viacom, Inc. Class B (Entertainment) (b) ....... 200 8,830
Wachovia Corp. (Banks (Money Center)) .......... 1,800 56,448
Wal-Mart Stores, Inc. (Retail (General
Merchandise)) ................................ 1,400 80,570
Walt Disney Co. (The) (Entertainment) .......... 150 3,108
Washington Mutual, Inc. (Savings & Loan
Companies) ................................... 1,025 33,518
Wells Fargo & Co. (Banks (Major Regional)) ..... 775 33,674
Western Resources, Inc. (Electric Companies) ... 700 12,040
Westvaco Corp. (Paper & Forest Products) ....... 650 18,493
Whirlpool Corp. (Household Furnishings &
Appliances) .................................. 400 29,332
WorldCom, Inc. - WorldCom Group
(Telecommunications (Long Distance)) (b) ..... 3,000 42,240
Xcel Energy, Inc. (Electric Companies) ......... 700 19,418
-----------
4,262,144
-----------
TOTAL COMMON STOCKS
(Identified cost $4,199,382) ................... 4,262,144
-----------
FOREIGN COMMON STOCKS--49.3%
AUSTRALIA--2.5%
Australia and New Zealand Banking Group Ltd.
(Banks (Money Center)) ....................... 11,600 105,748
BHP Billiton Ltd (Metals Mining) ............... 8,400 45,149
Coles Myer Ltd. (Retail (Food Chains)) ......... 6,800 29,239
CSR Ltd. (Construction (Cement & Aggregates)) .. 10,600 36,843
-----------
216,979
-----------
AUSTRIA--0.6%
Erste Bank der oesterreichischen Sparkassen AG
(Banks (Money Center)) ....................... 300 15,947
OMV AG (Oil & Gas (Refining & Marketing)) ...... 250 20,951
Voest-Alpine AG (Iron & Steel) ................. 500 14,290
-----------
51,188
-----------
CANADA--4.3%
Abitibi-Consolidated, Inc. (Paper & Forest
Products) .................................... 4,700 34,243
Bank of Montreal (Banks (Money Center)) ........ 1,407 31,653
Bank of Nova Scotia (Banks (Money Center)) ..... 2,300 70,545
BCE, Inc. (Telecommunications (Long Distance)) . 700 15,791
Canadian National Railway Co. (Railroads) ...... 700 33,635
Canadian Natural Resources Ltd. (Oil & Gas
(Exploration & Production)) .................. 400 9,600

SHARES VALUE
------ -----------
CANADA--CONTINUED
Creo Products, Inc. (Electronics (Component
Distributors)) (b) ........................... 600 $ 7,706
Leitch Technology Corp. (Communications
Equipment) (b) ............................... 900 6,625
Manulife Financial Corp. (Insurance
(Life/Health)) ............................... 900 23,455
Nortel Networks Corp. (Communications Equipment) 4,950 36,902
Petro Canada (Oil (International Integrated)) .. 500 12,313
Quebecor World, Inc. (Specialty Printing) ...... 1,000 22,478
Sun Life Financial Services of Canada (Insurance
(Life/Health)) ............................... 500 10,634
Talisman Energy Inc. (Oil & Gas (Exploration &
Production)) ................................. 1,250 47,376
TrizecHahn Corp. (Homebuilding) ................ 1,100 17,400
-----------
380,356
-----------
FINLAND--0.4%
Stora Enso Oyj (Paper & Forest Products) ....... 1,000 12,804
UPM-Kymmene Oyj (Paper & Forest Products) ...... 700 23,216
-----------
36,020
-----------
FRANCE--4.3%
Accor SA (Lodging - Hotels) .................... 300 10,906
Alcatel SA Class A (Communications Equipment) .. 400 6,838
Assurances Generales de France (Insurance
(Multi-Line)) ................................ 600 28,795
Aventis SA (Health Care (Drugs-Major
Pharmaceuticals)) ............................ 550 39,054
BNP Paribas SA (Banks (Money Center)) .......... 350 31,319
Bull SA (Computers (Hardware)) (b) ............. 2,000 2,190
Cap Gemini SA (Computers (Software & Services)) 70 5,055
Compagnie de Saint-Gobain (Containers &
Packaging (Paper)) ........................... 200 30,184
Compagnie Generale des Etablissements Michelin
(Auto Parts & Equipment) ..................... 200 6,598
Etablissements Econdmiques du Casino Guichard -
Perrachon SA (Retail (Food Chains)) .......... 100 7,715
Lagardere S.C.A. (Publishing) .................. 300 12,554
LVMH Moet Hennessy Louis Vuitton SA (Textiles
(Apparel)) ................................... 200 8,138
Orange SA (Telecommunications (Cellular/
Wireless)) (b) ............................... 1,800 16,315
PSA Peugeot Citreon (Automobiles) .............. 1,160 49,318
Sanofi-Synthelabo SA (Health Care (Drugs-Major
Pharmaceuticals)) ............................ 150 11,192
Societe Generale (Banks (Money Center)) ........ 450 25,182
Suez SA (Electric Companies) ................... 750 22,705
TotalFinaElf SA (Oil & Gas (Refining &
Marketing)) .................................. 260 37,132
Usinor SA (Iron & Steel) ....................... 1,400 17,514
Vivendi Universal SA (Broadcasting (Television,
Radio & Cable)) .............................. 200 10,952
-----------
379,656
-----------
GERMANY--3.7%
Allianz AG (Insurance (Multi-Line)) ............ 30 7,092
AMB Generali Holding AG (Insurance
(Multi-Line)) ................................ 270 28,367
BASF AG (Chemicals (Diversified)) .............. 400 14,905
Bayer AG (Chemicals (Diversified)) ............. 200 6,357
Bayerische Hypo- und Vereinsbank AG (Banks
(Money Center)) .............................. 500 15,203
Celanese AG (Chemicals (Specialty)) ............ 1,350 25,483
Continental AG (Auto Parts & Equipment) ........ 600 7,880
DaimlerChrysler AG (Automobiles) ............... 400 17,131
Deutsche Bank AG (Banks (Money Center)) ........ 150 10,591
Deutsche Telekom AG (Telecommunications (Long
Distance)) ................................... 1,200 20,728
E.On AG (Manufacturing (Diversified)) .......... 500 25,999
Gehe AG (Health Care (Medical Products &
Supplies)) ................................... 300 11,619
Hannover Rueckversicherungs AG (Insurance
(Property-Casualty)) ......................... 450 27,165
Heidelberger Zement AG (Construction (Cement &
Aggregates)) ................................. 150 6,945
KarstadtQuelle AG (Retail (Department Stores)) . 450 17,589

See Notes to Financial Statements

152

PHOENIX-SANFORD BERNSTEIN GLOBAL VALUE SERIES

SHARES VALUE
------ -----------
GERMANY--CONTINUED
Merck KGaA (Health Care (Drugs-Major
Pharmaceuticals)) ............................ 200 $ 7,319
Muenchener Rueckversicherungs-Gesellschaft AG
(Insurance (Multi-Line)) ..................... 80 21,725
Rheinisch Westfuelishes AG (Manufacturing
(Diversified)) ............................... 250 7,123
SAP AG (Computers (Software & Services)) ....... 50 6,554
Siemens AG (Manufacturing (Diversified)) ....... 525 34,989
Volkswagen AG (Automobiles) .................... 200 9,313
-----------
330,077
-----------
HONG KONG--0.7%
CLP Holdings Ltd. (Electric Companies) ......... 2,400 9,156
Kerry Properties Ltd. (Financial (Diversified)) 6,000 5,848
Wharf Holdings Ltd. (The) (Financial
(Diversified)) ............................... 15,000 36,645
Wing Lung Bank Ltd. (Banks (Major Regional)) ... 2,000 7,463
-----------
59,112
-----------
IRELAND--0.5%
Bank of Ireland (Banks (Money Center)) ......... 2,500 23,662
Jefferson Smurfit Group plc (Paper & Forest
Products) .................................... 9,000 19,386
-----------
43,048
-----------
ITALY--2.2%
Assicurazioni Generali SpA (Insurance
(Life/Health)) ............................... 400 11,112
Banca Nazionale del Lavoro (Banks (Money
Center)) ..................................... 3,000 5,810
Benetton Group SpA (Textiles (Apparel)) ........ 500 5,663
Enel SpA (Electric Companies) .................. 2,650 14,936
ENI SpA (Oil) .................................. 3,150 39,490
Fiat SpA (Automobiles) ......................... 400 6,418
La Rinascente SpA (Retail (Department Stores)) . 1,500 5,222
Riunione Adriatica di Sicurta SpA (Insurance
(Multi-Line)) ................................ 800 9,424
Sanpaolo IMI SpA (Banks (Money Center)) ........ 2,600 27,895
Societa Assicuratrice Industriale SpA
(Insurance (Multi-Line)) ..................... 500 6,255
Telecom Italia Mobile SpA (Telecommunications
(Cellular/Wireless)) ......................... 4,900 27,355
Telecom Italia SpA (Telecommunications (Long
Distance)) ................................... 2,800 23,933
UniCredito Italiano SpA (Banks (Money Center)) . 1,700 6,826
-----------
190,339
-----------
JAPAN--7.8%
Asahi Glass Co. Ltd. (Chemicals (Specialty)) ... 2,000 11,827
Canon Sales Co., Inc. (Electronics (Component
Distributors)) ............................... 1,000 6,852
Canon, Inc. (Electronics (Component
Distributors)) ............................... 1,000 34,412
Chiba Bank Ltd. (The) (Banks (Money Center)) ... 2,000 6,531
Dai Nippon Printing (Specialty Printing) ....... 1,000 9,995
Daiio Trust Construction Co. (Engineering &
Construction) ................................ 500 7,649
Daiwa House Industry Co. Ltd. (Homebuilding) ... 3,000 17,122
Fuji Heavy Industries (Automobiles) ............ 4,000 17,152
Futaba Corp. (Manufacturing (Diversified)) ..... 300 6,776
Hitachi Ltd. (Manufacturing (Diversified)) ..... 2,000 14,650
Hitachi Maxell Ltd (Household Furnishings &
Appliances) .................................. 1,000 12,063
Honda Motor Co. Ltd. (Automobiles) ............. 2,000 79,811
Kubota Corp. (Machinery (Diversified)) ......... 3,000 7,874
Kyocera Corp. (Electronics (Component
Distributors)) ............................... 100 6,524
Matsushita Electric Industrial Co. Ltd.
(Electronics (Component Distributors)) ....... 2,000 25,683
Mitsubishi Corp. (Distributors (Food &
Health)) ..................................... 1,000 6,493
Mitsubishi Electric Corp. (Electronics
(Component Distributors)) .................... 2,000 7,737
Mitsubishi Estate Co. (Financial
(Diversified)) ............................... 1,000 7,317
Mitsubishi Heavy Industries Ltd. (Machinery
(Diversified)) ............................... 4,000 10,682
Mitsubishi Tokyo Financial Group, Inc. (Banks
(Money Center)) (b) .......................... 1 6,707
Mitsui Chemicals (Chemicals (Specialty)) ....... 4,000 12,819
Mitsui Fudosan Co. Ltd. (Financial
(Diversified)) ............................... 1,000 7,630
Mitsui O.S.K. Lines Ltd. (Shipping) ............ 16,000 32,230
NEC Corp. (Electronics (Component
Distributors)) ............................... 1,000 10,201
Nichicon Corp. (Electrical Equipment) .......... 500 5,494

SHARES VALUE
------ -----------
JAPAN--CONTINUED
Nichirei Corp. (Agricultural Products) ......... 7,000 $ 15,542
Nippon Telegraph & Telephone Corp.
(Telecommunications (Long Distance)) ......... 1 3,258
Nissan Motor Co. Ltd. (Automobiles) ............ 2,000 10,606
Nomura Holdings Inc (Investment Banking/
Brokerage) ................................... 1,000 12,819
Oji Paper Co. Ltd (Paper & Forest Products) .... 5,000 19,876
Sony Corp. (Household Furnishings &
Appliances) .................................. 400 18,282
Sumitomo Mitsui Banking Corp. (Banks (Money
Center)) ..................................... 2,400 10,163
Sumitomo Trust & Banking Co. Ltd. (The)
(Banks (Money Center)) ....................... 4,000 16,237
Takeda Chemical Industries Ltd. (Health Care
(Drugs-Major Pharmaceuticals)) ............... 1,000 45,246
Takefuji Corp. (Consumer Finance) .............. 400 28,933
Tanabe Seiyaku Co. Ltd (Health Care
(Diversified)) ............................... 1,000 8,912
Tohoku Electric Power Co. (Electric Companies) . 1,900 26,066
Tokyo Electric Power Co., Inc. (The) (Electric
Companies) ................................... 1,100 23,417
Toppan Printing Co. Ltd. (Publishing) .......... 1,000 9,225
Toyota Motor Corp. (Automobiles) ............... 1,100 27,865
UFJ Holdings, Inc. (Banks (Money Center)) (b) .. 6 13,231
Uny Co., Ltd. (Retail (Specialty)) ............. 1,000 10,163
Yahama Corp. (Leisure Time (Products)) ......... 2,000 14,802
-----------
686,874
-----------
NETHERLANDS--3.6%
DSM NV (Chemicals (Specialty)) ................. 1,500 54,772
ING Groep NV (Financial (Diversified)) ......... 3,800 96,901
Koninklijke (Royal) Philips Electronics NV
(Manufacturing (Diversified)) ................ 1,300 38,637
Koninklijke Vopak NV (Shipping) ................ 400 6,482
Royal Dutch Petroleum Co. (Oil) ................ 1,650 83,593
Wolters Kluwer NV (Publishing) ................. 1,600 36,470
-----------
316,855
-----------
NEW ZEALAND--0.5%
Telecom Corp. of New Zealand Ltd.
(Telecommunications (Long Distance)) ......... 22,997 47,880
-----------
NORWAY--0.1%
Norsk Hydro ASA (Manufacturing (Diversified)) .. 200 8,384
-----------
PORTUGAL--0.5%
Banco Espirito Santo SA (Banks (Major
Regional)) ................................... 1,200 15,461
Electricidade de Portugal SA (Electric
Companies) ................................... 8,400 18,249
Portucel - Empresa Productora de Pasta e
Papel SA (Paper & Forest Products) ........... 8,500 8,930
-----------
42,640
-----------
SINGAPORE--0.1%
Keppel Corp., Ltd. (Financial (Diversified)) ... 4,000 6,152
United Overseas Bank Ltd. (Banks (Major
Regional)) ................................... 1,040 7,153
-----------
13,305
-----------
SPAIN--1.9%
Aceralia Corporacion Siderurgica SA (Iron &
Steel) ....................................... 800 12,579
Banco Santander Central Hispano SA (Banks (Money
Center)) ..................................... 6,200 51,946
Grupo Dragados SA (Engineering & Construction) . 700 9,368
Iberdrola SA (Electric Companies) .............. 2,700 35,147
Repsol YPF SA (Oil & Gas (Refining & Marketing)) 800 11,667
Telefonica SA (Telecommunications (Long
Distance)) (b) ............................... 3,200 42,824
-----------
163,531
-----------
SWEDEN--1.3%
Autoliv, Inc. (Auto Parts & Equipment) ......... 950 19,294
Electrolux AB (Household Furnishings &
Appliances) .................................. 2,200 32,823
Holmen AB B Shares (Paper & Forest Products) ... 800 18,189
Nordea AB (Banks (Major Regional)) ............. 8,700 46,031
-----------
116,337
-----------

See Notes to Financial Statements

153

PHOENIX-SANFORD BERNSTEIN GLOBAL VALUE SERIES

SHARES VALUE
------ -----------
SWITZERLAND--3.0%
Holcim Ltd (Construction (Cement &
Aggregates)) ................................. 35 $ 7,547
Nestle SA Registered Shares Class B (Foods) .... 230 49,039
Novartis AG Registered Shares (Health Care
(Drugs-Major Pharmaceuticals)) ............... 2,700 97,573
Swiss Re Registered Shares (Insurance (Property-
Casualty)) ................................... 930 93,544
UBS AG Registered Shares (Financial
(Diversified)) ............................... 325 16,404
-----------
264,107
-----------
UNITED KINGDOM--11.3%
Allied Domecq plc (Beverages (Alcoholic)) ...... 2,600 15,411
AstraZeneca plc (Health Care (Drugs-Major
Pharmaceuticals)) ............................ 1,200 54,106
AWG plc (Water Utilities) ...................... 2,700 21,220
BAE Systems plc (Aerospace/Defense) ............ 1,500 6,757
BP plc (Oil) ................................... 13,300 103,366
British American Tobacco plc (Tobacco) ......... 4,600 38,998
British Sky Broadcasting plc (Broadcasting
(Television, Radio & Cable)) (b) ............. 500 5,501
BT Group plc (Telecommunications (Long
Distance)) (b) ............................... 5,100 18,779
Cable & Wireless plc (Telecommunications (Long
Distance)) ................................... 1,700 8,177
CGNU plc (Insurance (Multi-Line)) .............. 3,900 47,963
Corus Group plc (Iron & Steel) (b) ............. 7,000 7,335
Diageo plc (Beverages (Alcoholic)) ............. 800 9,140
Electrocomponents plc (Distributors (Food &
Health)) (b) ................................. 900 7,021
GlaxoSmithKline plc (Health Care (Drugs-Major
Pharmaceuticals)) ............................ 1,846 46,292
HSBC Holdings plc (Financial (Diversified)) .... 1,600 18,769
Imperial Chemical Industries plc (Chemicals
(Diversified)) ............................... 3,000 16,548
Lattice Group plc (Natural Gas) ................ 9,500 21,569
Lloyds TSB Group plc (Financial (Diversified)) . 5,700 61,887
Marks and Spencer plc (Retail (Department
Stores)) ..................................... 5,400 28,372
Mersey Dock & Harbour Co. plc (Shipping) ....... 2,400 17,762
mm02 plc (Telecommunications (Cellular/
Wireless)) (b) ............................... 5,100 6,421
Morgan Crucible Company plc (Chemicals
(Specialty)) ................................. 900 2,515
Persimmon plc (Homebuilding) ................... 2,200 12,319
Rank Group plc (Entertainment) ................. 3,200 10,712
Royal & Sun Alliance Insurance Group plc
(Insurance (Multi-Line)) ..................... 11,600 66,645
Royal Bank of Scotland Group plc (Banks (Money
Center)) ..................................... 2,700 65,703
Safeway plc (Retail (Food Chains)) ............. 8,257 38,456
Sainsbury (J) plc (Retail (Food Chains)) ....... 2,400 12,784
Shell Transport & Trading Co. plc (Oil) ........ 3,200 21,983
Six Continents plc (Lodging - Hotels) .......... 3,200 31,670
Smith & Nephew plc (Health Care (Medical
Products & Supplies)) ........................ 2,000 12,080
Taylor Woodrow plc (Homebuilding) .............. 3,400 8,412
Unilever plc (Foods) ........................... 7,100 58,281
Vodafone Group plc (Telecommunications
(Cellular/Wireless)) ......................... 17,400 45,520
Whitbread plc (Restaurants) .................... 600 4,794
Wolseley plc (Distributors (Food & Health)) .... 4,541 38,002
-----------
991,270
-----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $4,796,949) .............................. 4,337,958
-----------
TOTAL INVESTMENTS--97.7%
(Identified cost $8,996,331) .............................. 8,600,102(a)
Other assets and liabilities, net--2.3% ................... 200,214
-----------
NET ASSETS--100.0% .......................................... $ 8,800,316
===========

(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $624,091 and gross
depreciation of $1,020,320 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$8,996,331.
(b) Non-income producing.

See Notes to Financial Statements

154

PHOENIX-SANFORD BERNSTEIN GLOBAL VALUE SERIES

INDUSTRY DIVERSIFICATION
AS A PERCENTAGE OF TOTAL VALUE OF
TOTAL LONG-TERM INVESTMENTS
(UNAUDITED)

Aerospace/Defense ......................................... 0.4%
Agricultural Products ..................................... 0.5
Auto Parts & Equipment .................................... 1.8
Automobiles ............................................... 2.5
Banks (Major Regional) .................................... 5.4
Banks (Money Center) ...................................... 7.8
Beverages (Alcoholic) ..................................... 0.3
Beverages (Non-Alcoholic) ................................. 0.3
Biotechnology ............................................. 0.1
Broadcasting (Television, Radio & Cable) .................. 0.2
Chemicals ................................................. 1.7
Chemicals (Diversified) ................................... 0.9
Chemicals (Specialty) ..................................... 1.6
Communications Equipment .................................. 0.6
Computers (Hardware) ...................................... 1.5
Computers (Networking) .................................... 0.4
Computers (Peripherals) ................................... 0.2
Computers (Software & Services) ........................... 2.2
Construction (Cement & Aggregates) ........................ 0.6
Consumer Finance .......................................... 0.4
Containers & Packaging (Paper) ............................ 1.0
Distributors (Food & Health) .............................. 0.7
Electric Companies ........................................ 3.5
Electrical Equipment ...................................... 2.7
Electronics (Component Distributors) ...................... 1.7
Electronics (Semiconductors) .............................. 0.8
Engineering & Construction ................................ 0.2
Entertainment ............................................. 0.7
Financial (Diversified) ................................... 5.5
Foods ..................................................... 2.1
Hardware & Tools .......................................... 0.2
Health Care (Diversified) ................................. 2.0
Health Care (Drugs-Major Pharmaceuticals) ................. 6.6
Health Care (Managed Care) ................................ 0.3
Health Care (Medical Products & Supplies) ................. 0.3
Homebuilding .............................................. 0.8
Household Furnishings & Appliances ........................ 1.3
Household Products (Non-Durable) .......................... 0.2
Housewares ................................................ 0.3

Insurance (Life/Health) ................................... 1.0%
Insurance (Multi-Line) .................................... 3.2
Insurance (Property-Casualty) ............................. 2.3
Insurance Brokers ......................................... 0.3
Investment Banking/Brokerage .............................. 0.7
Iron & Steel .............................................. 0.6
Leisure Time (Products) ................................... 0.2
Lodging - Hotels .......................................... 0.7
Machinery (Diversified) ................................... 0.2
Manufacturing (Diversified) ............................... 1.8
Metals Mining ............................................. 0.5
Natural Gas ............................................... 0.3
Oil ....................................................... 3.3
Oil & Gas (Exploration & Production) ...................... 0.7
Oil & Gas (Refining & Marketing) .......................... 1.6
Oil (International Integrated) ............................ 1.9
Paper & Forest Products ................................... 2.8
Publishing ................................................ 0.7
Railroads ................................................. 1.3
Restaurants ............................................... 0.1
Retail (Building Supplies) ................................ 0.5
Retail (Computers & Electronics) .......................... 0.1
Retail (Department Stores) ................................ 1.1
Retail (Discounters) ...................................... 0.1
Retail (Food Chains) ...................................... 1.0
Retail (General Merchandise) .............................. 1.3
Retail (Specialty) ........................................ 0.1
Retail (Specialty-Apparel) ................................ 0.3
Savings & Loan Companies .................................. 1.0
Services (Computer Systems) ............................... 0.5
Shipping .................................................. 0.7
Specialty Printing ........................................ 0.7
Telecommunications (Cellular/Wireless) .................... 1.1
Telecommunications (Long Distance) ........................ 3.2
Telephone ................................................. 1.5
Textiles (Apparel) ........................................ 0.8
Tobacco ................................................... 1.3
Water Utilities ........................................... 0.2
------
100.0%
=====

See Notes to Financial Statements

155

PHOENIX-SANFORD BERNSTEIN GLOBAL VALUE SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $8,996,331) ................................................ $8,600,102
Cash ....................................................................................................... 226,761
Foreign currency at value (Identified cost $96,024) ........................................................ 94,736
Receivables
Receivable from adviser .................................................................................. 4,458
Net unrealized appreciation on forward foreign currency contracts ........................................ 6,322
Fund shares sold ......................................................................................... 30,532
Dividends ................................................................................................ 11,799
Tax reclaim .............................................................................................. 3,851
Prepaid expenses ........................................................................................... 68
----------
Total assets ........................................................................................... 8,978,629
----------
LIABILITIES
Payables
Investment securities purchased .......................................................................... 49,685
Fund shares repurchased .................................................................................. 76,312
Professional fee ......................................................................................... 26,663
Custodian fee ............................................................................................ 9,350
Printing fee ............................................................................................. 8,353
Financial agent fee ...................................................................................... 3,572
Trustees' fee ............................................................................................ 3,262
Accrued expenses ........................................................................................... 1,116
----------
Total liabilities ...................................................................................... 178,313
----------
NET ASSETS ................................................................................................. $8,800,316
==========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ......................................................... $9,201,365
Undistributed net investment income ...................................................................... 2,022
Accumulated net realized loss ............................................................................ (11,898)
Net unrealized depreciation .............................................................................. (391,173)
----------
NET ASSETS ................................................................................................. $8,800,316
==========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ........................... 920,478
==========
Net asset value and offering price per share ............................................................... $9.56
=====

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Dividends ................................................................................................ $ 170,795
Interest ................................................................................................. 4,667
Foreign taxes withheld ................................................................................... (10,409)
---------
Total investment income ................................................................................ 165,053
---------
EXPENSES
Investment advisory fee .................................................................................. 71,879
Financial agent fee ...................................................................................... 42,495
Custodian ................................................................................................ 48,251
Professional ............................................................................................. 29,362
Printing ................................................................................................. 15,761
Trustees ................................................................................................. 9,002
Miscellaneous ............................................................................................ 7,030
---------
Total expenses ......................................................................................... 223,780
Less expenses borne by investment adviser .............................................................. (139,919)
---------
Net expenses ........................................................................................... 83,861
---------
NET INVESTMENT INCOME ...................................................................................... 81,192
---------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities .......................................................................... 50,019
Net realized loss on foreign currency transactions ....................................................... (3,471)
Net change in unrealized appreciation (depreciation) on investments ...................................... (695,133)
Net change in unrealized appreciation (depreciation) on foreign currency and foreign currency transactions (2,085)
---------
NET LOSS ON INVESTMENTS .................................................................................... (650,670)
---------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ....................................................... $(569,478)
=========

See Notes to Financial Statements

156

PHOENIX-SANFORD BERNSTEIN GLOBAL VALUE SERIES

STATEMENT OF CHANGES IN NET ASSETS
FROM INCEPTION
YEAR ENDED 11/20/00 TO
12/31/01 12/31/00
---------- --------------

FROM OPERATIONS
Net investment income (loss) ................................................................. $ 81,192 $ 9,308
Net realized gain (loss) ..................................................................... 46,548 (2,572)
Net change in unrealized appreciation (depreciation) ......................................... (697,218) 306,045
---------- ----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .................................. (569,478) 312,781
---------- ----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ........................................................................ (78,519) (9,356)
Net realized short-term gains ................................................................ (56,477) --
---------- ----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS .................................... (134,996) (9,356)
---------- ----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (248,659 and 736,929 shares, respectively) ..................... 2,445,801 7,377,050
Net asset value of shares issued from reinvestment of distributions (14,118 and 898 shares,
respectively) .............................................................................. 134,996 9,356
Cost of shares repurchased (79,889 and 237 shares, respectively) ............................. (763,447) (2,391)
---------- ----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS .................................... 1,817,350 7,384,015
---------- ----------
NET INCREASE (DECREASE) IN NET ASSETS ........................................................ 1,112,876 7,687,440
NET ASSETS
Beginning of period .......................................................................... 7,687,440 --
---------- ----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $2,022 AND $2,820,
RESPECTIVELY) .............................................................................. $8,800,316 $7,687,440
========== ==========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

FROM INCEPTION
YEAR ENDED 11/20/00 TO
12/31/01 12/31/00
---------- --------------

Net asset value, beginning of period ........................................................... $10.42 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ................................................................. 0.09 0.02
Net realized and unrealized gain (loss) ...................................................... (0.80) 0.41
------ ------
TOTAL FROM INVESTMENT OPERATIONS ........................................................... (0.71) 0.43
------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ......................................................... (0.09) (0.01)
Dividends from net realized gains ............................................................ (0.06) --
------ ------
TOTAL DISTRIBUTIONS ........................................................................ (0.15) (0.01)
------ ------
CHANGE IN NET ASSET VALUE ...................................................................... (0.86) 0.42
------ ------
NET ASSET VALUE, END OF PERIOD ................................................................. $ 9.56 $10.42
====== ======
Total return ................................................................................... (6.84)% 4.35%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) .......................................................... $8,800 $7,687
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3) ........................................................................ 1.05% 1.05%(1)
Net investment income ........................................................................ 1.02% 1.12%(1)
Portfolio turnover ............................................................................. 24% 0%(2)

See Notes to Financial Statements

157

PHOENIX-SANFORD BERNSTEIN MID-CAP VALUE SERIES

INVESTOR PROFILE
This Fund is appropriate for investors seeking long-term capital
appreciation. Current income is a secondary objective of this series.

INVESTMENT ADVISER'S REPORT
In 2001, the Phoenix-Sanford Bernstein Mid Cap Value Series returned 22.98%
strongly outperforming the Russell 2500 Index's(1) 1.22% return.

Value was the place to be in 2001, notwithstanding weakness in the fourth
quarter. Smaller-cap stocks topped larger-caps in both the fourth quarter and
the full year. On balance, the Russell 2500 Index rose 20% in the fourth quarter
and ended the year up roughly 1%. Meager gains, to be sure, but well ahead of
the larger-cap market's 12% decline for the year, as measured by the S&P 500
Index(2).

The portfolio's emphasis on value-oriented stocks contributed significantly
to the premium. This was especially true within the technology sector, where our
avoidance of beaten-down technology stocks boosted performance; our underweight
of the sector also helped. Pro-cyclicals--industrial commodities, for
example--performed very well this year and the portfolio's emphasis on these
stocks contributed significantly to the premium. Moreover, our industrial
commodities stocks fared even better than the market, boosting relative returns;
our overweight of the sector also contributed. In the health care sector, our
holdings, few though they were, outperformed; both, strong performance by our
holdings and our underweighted position in the sector contributed to relative
returns. The absence of retail and restaurant stocks in the portfolio as well as
our underexposure to financial-services stocks, particularly certain types of
Real Estate Investment Trusts (REITs), somewhat detracted from these strong
gains.

OUTLOOK
Holding to our value discipline enabled us to capture value's strong
performance this year. In fact, smaller-cap value was the best-performing asset
class for the second year in a row. Despite weakness in the fourth quarter, we
believe opportunities still abound for value stocks. And smaller-cap stocks
remain cheap relative to large caps.

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Mid-Cap Value Series Russell 2500 Index(1) S&P 500 Index (2)
3/2/98 $10,000.00 $10,000.00 $10,000.00
12/31/98 8,862.77 9,494.21 11,895.30
12/31/99 7,951.45 11,786.80 14,409.40
12/29/00 9,294.55 12,289.90 13,085.60
12/31/01 11,430.80 12,439.90 11,531.70

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01

FROM
INCEPTION
3/2/98 TO
1 YEAR 12/31/01
- --------------------------------------------------------------------------------
Mid-Cap Value Series 22.98% 3.55%
- --------------------------------------------------------------------------------
Russell 2500 Index(1) 1.22% 5.86%
- --------------------------------------------------------------------------------
S&P 500 Index(2) (11.87)% 3.79%
- --------------------------------------------------------------------------------

158

PHOENIX-SANFORD BERNSTEIN MID-CAP VALUE SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
------ -----------
COMMON STOCKS--96.7%
AGRICULTURAL PRODUCTS--1.7%
Corn Products International, Inc. .................. 24,000 $ 846,000
-----------
AUTO PARTS & EQUIPMENT--7.8%
Borgwarner, Inc. ................................... 16,500 862,125
Dana Corp. ......................................... 18,000 249,840
Genuine Parts Co. .................................. 17,900 656,930
Goodyear Tire & Rubber Co. (The) ................... 20,900 497,629
Lear Corp. (b) ..................................... 19,000 724,660
Modine Manufacturing Co. ........................... 35,000 816,550
-----------
3,807,734
-----------
BANKS (MAJOR REGIONAL)--2.3%
Huntington Bancshares, Inc. ........................ 46,000 790,740
SouthTrust Corp. ................................... 13,400 330,578
-----------
1,121,318
-----------
BANKS (REGIONAL)--8.2%
Bancorpsouth, Inc. ................................. 40,500 672,300
Commercial Federal Corp. ........................... 29,000 681,500
Hibernia Corp. Class A ............................. 22,000 391,380
Pacific Century Financial Corp. .................... 30,300 784,467
UnionBanCal Corp. .................................. 18,000 684,000
Whitney Holding Corp. .............................. 17,000 745,450
-----------
3,959,097
-----------
CHEMICALS (DIVERSIFIED)--1.1%
FMC Corp. (b) ...................................... 8,700 517,650
-----------
CHEMICALS (SPECIALTY)--3.0%
Crompton Corp. ..................................... 85,000 765,000
Cytec Industries, Inc. (b) ......................... 26,000 702,000
-----------
1,467,000
-----------
COMMUNICATIONS EQUIPMENT--2.7%
Andrew Corp. (b) ................................... 25,300 553,817
Tellabs, Inc. (b) .................................. 51,500 770,440
-----------
1,324,257
-----------
CONTAINERS & PACKAGING (PAPER)--1.0%
Temple-Inland, Inc. ................................ 8,500 482,205
-----------
CONTAINERS (METAL & GLASS)--1.0%
Owens-Illinois, Inc. (b) ........................... 47,000 469,530
-----------
DISTRIBUTORS (FOOD & HEALTH)--1.3%
SUPERVALU, Inc. .................................... 27,800 614,936
-----------
ELECTRIC COMPANIES--13.8%
Alliant Energy Corp. ............................... 10,200 309,672
Cinergy Corp. ...................................... 16,900 564,967
Consolidated Edison, Inc. .......................... 11,000 443,960
Northeast Utilities ................................ 35,000 617,050
NSTAR .............................................. 16,000 717,600
OGE Energy Corp. ................................... 30,000 692,400
PNM Resources, Inc. ................................ 27,000 754,650
Potomac Electric Power Co. ......................... 31,000 699,670
Puget Energy, Inc. ................................. 29,000 634,810
Sierra Pacific Resources ........................... 45,000 677,250
WPS Resources Corp. ................................ 16,500 603,075
-----------
6,715,104
-----------

SHARES VALUE
------ -----------
ELECTRICAL EQUIPMENT--2.0%
Cooper Industries, Inc. ............................ 18,000 $ 628,560
Vishay Intertechnology, Inc. (b) ................... 17,678 344,721
-----------
973,281
-----------
ELECTRONICS (COMPONENT DISTRIBUTORS)--2.4%
Arrow Electronics, Inc. (b) ........................ 18,900 565,110
Avnet, Inc. ........................................ 22,800 580,716
-----------
1,145,826
-----------
ELECTRONICS (SEMICONDUCTORS)--1.4%
Adaptec, Inc. (b) .................................. 48,000 696,000
-----------
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--0.8%
Beckman Coulter, Inc. .............................. 8,300 367,690
-----------
HOMEBUILDING--5.6%
Centex Corp. ....................................... 15,500 884,895
KB Home ............................................ 24,000 962,400
Pulte Homes, Inc. .................................. 20,000 893,400
-----------
2,740,695
-----------
HOUSEHOLD FURNISHINGS & APPLIANCES--1.1%
Leggett & Platt, Inc. .............................. 23,200 533,600
-----------
INSURANCE (PROPERTY-CASUALTY)--1.4%
Fidelity National Financial, Inc. .................. 27,000 669,600
-----------
IRON & STEEL--1.5%
Nucor Corp. ........................................ 14,000 741,440
-----------
LODGING - HOTELS--1.8%
Starwood Hotels & Resorts Worldwide, Inc. .......... 30,000 895,500
-----------
MANUFACTURING (DIVERSIFIED)--5.4%
Eaton Corp. ........................................ 10,500 781,305
Harsco Corp. ....................................... 16,500 565,950
Johnson Controls, Inc. ............................. 5,000 403,750
Parker-Hannifin Corp. .............................. 18,500 849,335
-----------
2,600,340
-----------
MANUFACTURING (SPECIALIZED)--3.2%
Lincoln Electric Holdings, Inc. .................... 34,000 830,960
Reliance Steel & Aluminum Co. ...................... 28,000 735,000
-----------
1,565,960
-----------
METAL FABRICATORS--1.0%
Kennametal, Inc. ................................... 12,100 487,267
-----------
OIL (DOMESTIC INTEGRATED)--1.1%
Amerada Hess Corp. ................................. 4,000 250,000
Occidental Petroleum Corp. ......................... 10,500 278,565
-----------
528,565
-----------
OIL & GAS (DRILLING & EQUIPMENT)--2.0%
Rowan Cos., Inc. (b) ............................... 50,000 968,500
-----------
OIL & GAS (REFINING & MARKETING)--1.7%
Valero Energy Corp. ................................ 21,000 800,520
-----------
PAPER & FOREST PRODUCTS--3.2%
Mead Corp. (The) ................................... 16,800 518,952
Smurfit-Stone Container Corp. (b) .................. 31,600 504,652
Westvaco Corp. ..................................... 18,100 514,945
-----------
1,538,549
-----------

See Notes to Financial Statements

159

PHOENIX-SANFORD BERNSTEIN MID-CAP VALUE SERIES

SHARES VALUE
------ -----------
RAILROADS--0.6%
Norfolk Southern Corp. ............................. 15,400 $ 282,282
-----------
REITS--8.3%
Arden Realty, Inc. ................................. 29,000 768,500
Avalonbay Communities, Inc. ........................ 10,800 510,948
Duke Realty Corp. .................................. 27,000 656,910
Liberty Property Trust ............................. 22,000 656,700
Mack-Cali Realty Corp. ............................. 26,000 806,520
Post Properties, Inc. .............................. 18,000 639,180
-----------
4,038,758
-----------
RETAIL (COMPUTERS & ELECTRONICS)--1.2%
Tech Data Corp. (b) ................................ 14,000 605,920
-----------
SAVINGS & LOAN COMPANIES--1.2%
Washington Federal, Inc. ........................... 22,190 572,058
-----------
SHIPPING--2.1%
Royal Caribbean Cruises Ltd. ....................... 63,000 1,020,600
-----------
TEXTILES (APPAREL)--2.4%
Jones Apparel Group, Inc. (b) ...................... 23,000 762,910
V. F. Corp. ........................................ 10,500 409,605
-----------
1,172,515
-----------
TRUCKS & PARTS--1.4%
Paccar, Inc. ....................................... 10,500 689,010
-----------
TOTAL COMMON STOCKS
(Identified cost $41,205,759) ................................. 46,959,307
-----------
TOTAL LONG-TERM INVESTMENTS--96.7%
(Identified cost $41,205,759) ................................. 46,959,307
-----------

PAR
VALUE
(000) VALUE
------ -----------
SHORT-TERM OBLIGATIONS--3.2%
MONEY MARKET MUTUAL FUNDS--3.2%
SSgA Money Market Fund (1.89% seven day effective
yield) ........................................... $1,526 $ 1,525,718
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $1,525,718) .................................. 1,525,718
-----------
TOTAL INVESTMENTS--99.9%
(Identified cost $42,731,477) ................................. 48,485,025(a)
Other assets and liabilities, net--0.1% ....................... 71,209
-----------
NET ASSETS--100.0% .............................................. $48,556,234
===========

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $6,605,689 and gross
depreciation of $859,962 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$42,739,298.
(b) Non-income producing.

See Notes to Financial Statements

160

PHOENIX-SANFORD BERNSTEIN MID-CAP VALUE SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $42,731,477) ............................................ $48,485,025
Receivables
Dividends and interest ................................................................................ 130,747
Fund shares sold ...................................................................................... 66,213
Prepaid expenses ........................................................................................ 218
-----------
Total assets ........................................................................................ 48,682,203
-----------
LIABILITIES
Payables
Fund shares repurchased ............................................................................... 32,427
Investment advisory fee ............................................................................... 35,376
Professional fee ...................................................................................... 27,499
Printing fee .......................................................................................... 19,879
Financial agent fee ................................................................................... 5,834
Trustees' fee ......................................................................................... 3,262
Accrued expenses ........................................................................................ 1,692
-----------
Total liabilities ................................................................................... 125,969
-----------
NET ASSETS .............................................................................................. $48,556,234
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ...................................................... $42,430,282
Accumulated net realized gain ......................................................................... 372,404
Net unrealized appreciation ........................................................................... 5,753,548
-----------
NET ASSETS .............................................................................................. $48,556,234
===========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ........................ 4,424,437
===========
Net asset value and offering price per share ............................................................ $10.97
======

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Dividends ............................................................................................. $ 810,620
Interest .............................................................................................. 53,565
----------
Total investment income ............................................................................. 864,185
----------
EXPENSES
Investment advisory fee ............................................................................... 311,051
Financial agent fee ................................................................................... 59,568
Professional .......................................................................................... 30,071
Printing .............................................................................................. 25,473
Custodian ............................................................................................. 15,627
Trustees .............................................................................................. 8,437
Miscellaneous ......................................................................................... 6,994
----------
Total expenses ...................................................................................... 457,221
Less expenses borne by investment adviser ........................................................... (101,741)
Custodian fees paid indirectly ...................................................................... (6)
----------
Net expenses ........................................................................................ 355,474
----------
NET INVESTMENT INCOME ................................................................................... 508,711
----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities ....................................................................... 1,675,909
Net change in unrealized appreciation (depreciation) on investments ................................... 4,436,626
----------
NET GAIN ON INVESTMENTS ................................................................................. 6,112,535
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS .................................................... $6,621,246
==========

See Notes to Financial Statements

161

PHOENIX-SANFORD BERNSTEIN MID-CAP VALUE SERIES

STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED YEAR ENDED
12/31/01 12/31/00
----------- -----------

FROM OPERATIONS
Net investment income (loss) ................................................................. $ 508,711 $ 97,829
Net realized gain (loss) ..................................................................... 1,675,909 47,405
Net change in unrealized appreciation (depreciation) ......................................... 4,436,626 1,852,402
----------- -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .................................. 6,621,246 1,997,636
----------- -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ........................................................................ (475,205) (98,546)
Net realized short-term gains ................................................................ (11,465) --
Net realized long-term gains ................................................................. (204,655) --
----------- -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS .................................... (691,325) (98,546)
----------- -----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (3,715,054 and 1,012,458 shares, respectively) ................. 36,940,985 8,123,987
Net asset value of shares issued from reinvestment of distributions (64,377 and 11,014 shares,
respectively) .............................................................................. 691,325 98,546
Cost of shares repurchased (981,403 and 501,634 shares, respectively) ........................ (9,764,166) (3,998,845)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS .................................... 27,868,144 4,223,688
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS ........................................................ 33,798,065 6,122,778
NET ASSETS
Beginning of period .......................................................................... 14,758,169 8,635,391
----------- -----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME (LOSS) OF $0 AND $158,
RESPECTIVELY) .............................................................................. $48,556,234 $14,758,169
=========== ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

YEAR ENDED FROM
DECEMBER 31, INCEPTION
-------------------------- 3/2/98 TO
2001 2000 1999 12/31/98
------ ------ ------ -----------

Net asset value, beginning of period ........................................ $ 9.07 $ 7.82 $ 8.84 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .............................................. 0.13 0.06 0.11 0.03(4)
Net realized and unrealized gain (loss) ................................... 1.95 1.25 (1.02) (1.16)
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ........................................ 2.08 1.31 (0.91) (1.13)
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ........................................ (0.13) (0.06) (0.11) (0.03)
Dividends from net realized gains ........................................... (0.05) -- -- --
------ ------ ------ ------
TOTAL DISTRIBUTIONS ..................................................... (0.18) (0.06) (0.11) (0.03)
------ ------ ------ ------
CHANGE IN NET ASSET VALUE ................................................... 1.90 1.25 (1.02) (1.16)
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD .............................................. $10.97 $ 9.07 $ 7.82 $8.84
------ ------ ------ ------
Total return ................................................................ 22.98% 16.89% (10.28)% (11.37)%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ....................................... $48,556 $14,758 $8,635 $7,896
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3) ..................................................... 1.20%(5) 1.20%(5) 1.20% 1.20%(1)
Net investment income . ................................................... 1.72% 0.95% 1.40% 0.52%(1)
Portfolio turnover rate ..................................................... 28% 128% 29% 21%(2)

<FN>
(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 (including custody credits) would have been 1.54%, 2.39%, 2.58% and 2.77% for the periods ended December 31,
2001, 2000, 1999 and 1998, respectively.
(4) Computed using average shares outstanding.
(5) 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.
</FN>

See Notes to Financial Statements

162

PHOENIX-SANFORD BERNSTEIN SMALL-CAP VALUE SERIES

INVESTOR PROFILE
The Fund is appropriate for investors seeking long-term capital
appreciation by investing primarily in small-capitalization stocks that appear
to be undervalued. Current income is a secondary objective of this series.

INVESTMENT ADVISER'S REPORT
In 2001, the Phoenix-Sanford Bernstein Small Cap Value Series returned
15.76% strongly outperforming the Russell 2000 Value Index's(1) 14.02% return.

Value was the place to be in 2001, notwithstanding weakness in the fourth
quarter. Smaller-cap stocks topped larger-caps in both the fourth quarter and
the full year. On balance, the Russell 2000 gained over 20% in the fourth
quarter, which put it back in positive territory for the year with a 2.5% gain.
Meager gains, to be sure, but well ahead of the broad market's 11.87% decline
for the year, as measured by the S&P 500 Index(2).

The portfolio's emphasis on value-oriented stocks contributed significantly
to the premium. This was especially true within the technology and utilities
sectors, where our avoidance of beaten-down tech and telecom stocks boosted
performance. In the health care sector, our holdings, few though they were,
outperformed the market by wide margins; both, our underweighted position in the
sector and strong performance by our holdings contributed to relative returns.
In producer durables, our overweight position and strong stock selection
contributed to our premium. The absence of retail and restaurant stocks in the
portfolio as well as our underexposure to financial-services stocks,
particularly certain types of Real Estate Investment Trusts (REITs), somewhat
detracted from these strong gains.

OUTLOOK
Holding to our value discipline enabled us to capture value's strong
performance this year. In fact, small-cap value was the best-performing asset
class for the second year in a row. Despite weakness in the fourth quarter, we
believe opportunities still abound for value stocks. And smaller-cap stocks
remain cheap relative to large caps.

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Small-Cap Value Series Russell 2000 Value Index(1) S&P 500 Index(2)
11/20/00 $10,000.00 $10,000.00 $10,000.00
12/29/00 10,643.80 10,944.60 9,844.46
12/31/01 12,321.00 12,479.50 8,675.44

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01

FROM
INCEPTION
11/20/00 TO
1 YEAR 12/31/01
- --------------------------------------------------------------------------------
Small-Cap Value Series 15.76% 20.64%
- --------------------------------------------------------------------------------
Russell 2000 Value Index(1) 14.02% 22.03%
- --------------------------------------------------------------------------------
S&P 500 Index(2) (11.87)% (11.99)%
- --------------------------------------------------------------------------------

(1) The Russell 2000 Value Index is an unmanaged commonly used measure of total
return performance of small-capitalization value-oriented stocks.

(2) The S&P 500 Index is an unmanaged, commonly used measure of stock market
total return performance and is provided for general comparative purposes.

The indices are not available for direct investment.

163

PHOENIX-SANFORD BERNSTEIN SMALL-CAP VALUE SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
------ -----------
COMMON STOCKS--94.6%
AEROSPACE/DEFENSE--1.2%
Precision Castparts Corp. .......................... 7,100 $ 200,575
-----------
AGRICULTURAL PRODUCTS--1.5%
Corn Products International, Inc. .................. 7,500 264,375
-----------
AUTO PARTS & EQUIPMENT--2.3%
Borgwarner, Inc. ................................... 4,400 229,900
Modine Manufacturing Co. ........................... 7,000 163,310
-----------
393,210
-----------
BANKS (REGIONAL)--5.5%
Bancorpsouth, Inc. ................................. 10,400 172,640
Commercial Federal Corp. ........................... 3,200 75,200
GBC Bancorp ........................................ 7,600 224,200
Hibernia Corp. Class A ............................. 5,300 94,287
Pacific Century Financial Corp. .................... 10,500 271,845
Whitney Holding Corp. .............................. 2,300 100,855
-----------
939,027
-----------
BUILDING MATERIALS--0.3%
Hexcel Corp. (b) ................................... 18,500 56,980
-----------
CHEMICALS (DIVERSIFIED)--0.9%
FMC Corp. (b) ...................................... 2,600 154,700
-----------
CHEMICALS (SPECIALTY)--3.4%
Crompton Corp. ..................................... 21,200 190,800
Cytec Industries, Inc. (b) ......................... 7,500 202,500
Millennium Chemicals, Inc. ......................... 1,900 23,940
Minerals Technologies, Inc. ........................ 3,700 172,568
-----------
589,808
-----------
COMMUNICATIONS EQUIPMENT--0.8%
Andrew Corp. (b) ................................... 6,600 144,474
-----------
COMPUTERS (PERIPHERALS)--1.1%
Hutchinson Technology, Inc. (b) .................... 6,000 139,320
Quantum Corp. - DLT & Storage Systems (b) .......... 5,000 49,250
-----------
188,570
-----------
CONSTRUCTION (CEMENT & AGGREGATES)--1.4%
Texas Industries, Inc. ............................. 6,500 239,850
-----------
CONSUMER (JEWELRY, NOVELTIES & GIFTS)--0.5%
Russ Berrie & Co., Inc. ............................ 2,800 84,000
-----------
CONTAINERS & PACKAGING (PAPER)--2.0%
Playtex Products, Inc. (b) ......................... 20,100 195,975
Rock-Tenn Co. Class A .............................. 10,000 144,000
-----------
339,975
-----------
CONTAINERS (METAL & GLASS)--0.8%
Owens-Illinois, Inc. (b) ........................... 13,700 136,863
-----------
ELECTRIC COMPANIES--11.0%
Alliant Energy Corp. ............................... 4,100 124,476
Central Vermont Public Service Corp. ............... 9,100 151,970
Empire District Electric Co. (The) ................. 11,000 231,000
Northeast Utilities ................................ 11,000 193,930
NSTAR .............................................. 5,300 237,705
OGE Energy Corp. ................................... 8,600 198,488
PNM Resources, Inc. ................................ 7,800 218,010
Sierra Pacific Resources ........................... 14,600 219,730
Wisconsin Energy Corp. ............................. 2,000 45,120
WPS Resources Corp. ................................ 7,500 274,125
-----------
1,894,554
-----------

SHARES VALUE
------ -----------
ELECTRICAL EQUIPMENT--2.2%
KEMET Corp. (b) .................................... 12,500 $ 221,875
Vishay Intertechnology, Inc. (b) ................... 8,445 164,678
-----------
386,553
-----------
ELECTRONICS (COMPONENT DISTRIBUTORS)--1.2%
Avnet, Inc. ........................................ 7,800 198,666
-----------
ELECTRONICS (SEMICONDUCTORS)--2.7%
Adaptec, Inc. (b) .................................. 20,500 297,250
Supertex, Inc. (b) ................................. 9,400 164,594
-----------
461,844
-----------
FOODS--1.0%
Interstate Bakeries Corp. .......................... 6,800 164,424
-----------
GAMING, LOTTERY & PARI-MUTUEL COMPANIES--0.5%
Pinnacle Entertainment, Inc. (b) ................... 13,000 78,390
-----------
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--2.2%
CONMED Corp. (b) ................................... 11,100 221,556
Mentor Corp. ....................................... 5,300 151,368
-----------
372,924
-----------
HOMEBUILDING--4.8%
KB Home ............................................ 7,000 280,700
Pulte Homes, Inc. .................................. 6,400 285,888
Standard Pacific Corp. ............................. 10,600 257,792
-----------
824,380
-----------
HOUSEWARES--0.6%
Oneida Ltd. ........................................ 8,000 103,600
-----------
INSURANCE (LIFE/HEALTH)--0.9%
American National Insurance Co. .................... 1,800 151,380
-----------
INSURANCE (PROPERTY-CASUALTY)--1.0%
Harleysville Group, Inc. ........................... 7,400 176,786
-----------
IRON & STEEL--2.1%
Commercial Metals Co. .............................. 5,500 192,390
UCAR International, Inc. (b) ....................... 16,500 176,550
-----------
368,940
-----------
LODGING - HOTELS--1.4%
Prime Hospitality Corp. (b) ........................ 22,500 248,625
-----------
MACHINERY (DIVERSIFIED)--3.6%
Curtiss-Wright Corp. ............................... 1,000 47,750
Gardner Denver, Inc. (b) ........................... 10,000 223,200
Moog, Inc. Class A (b) ............................. 6,750 147,150
Terex Corp. (b) .................................... 12,000 210,480
-----------
628,580
-----------
MANUFACTURING (DIVERSIFIED)--3.7%
Alltrista Corp. (b) ................................ 3,000 47,100
Esterline Technologies Corp. (b) ................... 13,200 211,332
Harsco Corp. ....................................... 5,900 202,370
Penn Engineering & Manufacturing Corp. ............. 11,000 184,250
-----------
645,052
-----------
MANUFACTURING (SPECIALIZED)--6.7%
Briggs & Stratton Corp. ............................ 4,550 194,285
CTS Corp. .......................................... 13,400 213,060
JLG Industries, Inc. ............................... 16,000 170,400
Lincoln Electric Holdings, Inc. .................... 4,250 103,870
Regal Beloit Corp. ................................. 11,800 257,240
Reliance Steel & Aluminum Co. ...................... 8,300 217,875
-----------
1,156,730
-----------

See Notes to Financial Statements

164

PHOENIX-SANFORD BERNSTEIN SMALL-CAP VALUE SERIES

SHARES VALUE
------ -----------
METAL FABRICATORS--3.7%
Kennametal, Inc. ................................... 3,700 $ 148,999
RTI International Metals, Inc. (b) ................. 28,500 283,575
Wolverine Tube, Inc. (b) ........................... 18,000 204,300
-----------
636,874
-----------
NATURAL GAS--0.5%
Southwestern Energy Co. (b) ........................ 8,500 88,400
-----------
OIL (INTERNATIONAL INTEGRATED)--1.3%
Tesoro Petroleum Corp. (b) ......................... 17,500 229,425
-----------
OIL & GAS (DRILLING & EQUIPMENT)--3.3%
Rowan Cos., Inc. (b) ............................... 15,000 290,550
Seitel, Inc. (b) ................................... 20,400 277,440
-----------
567,990
-----------
OIL & GAS (REFINING & MARKETING)--1.9%
Valero Energy Corp. ................................ 8,500 324,020
-----------
PAPER & FOREST PRODUCTS--0.6%
Rayonier, Inc. ..................................... 2,000 100,940
-----------
REITS--7.5%
Arden Realty, Inc. ................................. 7,100 188,150
Avalonbay Communities, Inc. ........................ 1,500 70,965
Duke Realty Corp. .................................. 5,700 138,681
Eastgroup Properties, Inc. ......................... 2,000 46,140
FelCor Lodging Trust, Inc. ......................... 13,400 223,914
Liberty Property Trust ............................. 4,700 140,295
Mack-Cali Realty Corp. ............................. 6,200 192,324
Post Properties, Inc. .............................. 3,600 127,836
RFS Hotel Investors, Inc. .......................... 4,000 45,520
Summit Properties, Inc. ............................ 4,900 122,598
-----------
1,296,423
-----------
RETAIL (BUILDING SUPPLIES)--1.1%
Hughes Supply, Inc. ................................ 6,300 194,481
-----------
SAVINGS & LOAN COMPANIES--1.0%
Washington Federal, Inc. ........................... 6,890 177,624
-----------
SHIPPING--1.4%
Alexander & Baldwin, Inc. .......................... 4,900 130,830
Royal Caribbean Cruises Ltd. ....................... 6,300 102,060
-----------
232,890
-----------
TEXTILES (APPAREL)--1.2%
Kellwood Co. ....................................... 6,100 146,461
Russell Corp ....................................... 3,500 52,535
-----------
198,996
-----------
TEXTILES (SPECIALTY)--1.1%
Wellman, Inc. ...................................... 12,000 185,880
-----------
TOBACCO--1.6%
Schweitzer-Mauduit International, Inc. ............. 11,500 273,125
-----------
TRUCKS & PARTS--1.1%
Oshkosh Truck Corp. ................................ 4,000 195,000
-----------
TOTAL COMMON STOCKS
(Identified cost $15,074,990) ................................ 16,295,903
-----------
TOTAL LONG-TERM INVESTMENTS--94.6%
(Identified cost $15,074,990) ................................ 16,295,903
-----------

PAR
VALUE
(000) VALUE
----- -----------
SHORT-TERM OBLIGATIONS--4.9%
MONEY MARKET MUTUAL FUNDS--4.9%
SSgA Money Market Fund (1.89% seven day
effective yield) ................................. $848 $ 848,384
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $848,384) .................................... 848,384
-----------
TOTAL INVESTMENTS--99.5%
(Identified cost $15,923,374) ................................. 17,144,287(a)
Other assets and liabilities, net--0.5% ....................... 87,341
-----------
NET ASSETS--100.0% .............................................. $17,231,628
===========

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $1,807,272 and gross
depreciation of $608,799 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$15,945,814.
(b) Non-income producing.

See Notes to Financial Statements

165

PHOENIX-SANFORD BERNSTEIN SMALL-CAP VALUE SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $15,923,374) ............................................ $17,144,287
Cash .................................................................................................... 68,811
Receivables
Fund shares sold ...................................................................................... 52,762
Dividends and interest ................................................................................ 25,276
Investment securities sold ............................................................................ 15,703
Prepaid expenses ........................................................................................ 63
-----------
Total assets ........................................................................................ 17,306,902
-----------
LIABILITIES
Payables
Fund shares repurchased ............................................................................... 26,150
Professional fee ...................................................................................... 25,309
Printing fee .......................................................................................... 12,000
Financial agent fee ................................................................................... 3,981
Trustees' fee ......................................................................................... 3,262
Investment advisory fee ............................................................................... 903
Accrued expenses ........................................................................................ 3,669
-----------
Total liabilities ................................................................................... 75,274
-----------
NET ASSETS .............................................................................................. $17,231,628
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ...................................................... $16,009,680
Accumulated net realized gain ......................................................................... 1,035
Net unrealized appreciation ........................................................................... 1,220,913
-----------
NET ASSETS .............................................................................................. $17,231,628
===========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ........................ 1,425,927
===========
Net asset value and offering price per share ............................................................ $12.08
======

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Dividends ............................................................................................. $ 192,805
Interest .............................................................................................. 20,603
Foreign tax withheld .................................................................................. (114)
----------
Total investment income ............................................................................. 213,294
----------
EXPENSES
Investment advisory fee ............................................................................... 96,436
Financial agent fee ................................................................................... 44,524
Professional .......................................................................................... 25,743
Custodian ............................................................................................. 18,288
Printing .............................................................................................. 14,708
Trustees .............................................................................................. 8,438
Miscellaneous ......................................................................................... 5,837
----------
Total expenses ...................................................................................... 213,974
Less expenses borne by investment adviser ........................................................... (103,699)
Custodian fees paid indirectly ...................................................................... (69)
----------
Net expenses ........................................................................................ 110,206
----------
NET INVESTMENT INCOME ................................................................................... 103,088
----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities ....................................................................... 190,000
Net change in unrealized appreciation (depreciation) on investments ................................... 1,063,580
----------
NET GAIN ON INVESTMENTS ................................................................................. 1,253,580
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS .................................................... $1,356,668
==========

See Notes to Financial Statements

166

PHOENIX-SANFORD BERNSTEIN SMALL-CAP VALUE SERIES

STATEMENT OF CHANGES IN NET ASSETS
FROM INCEPTION
YEAR ENDED 11/20/00 TO
12/31/01 12/31/00
----------- --------------

FROM OPERATIONS
Net investment income (loss) ................................................................ $ 103,088 $ 6,974
Net realized gain (loss) .................................................................... 190,000 (2,497)
Net change in unrealized appreciation (depreciation) ........................................ 1,063,580 157,333
----------- ----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................................. 1,356,668 161,810
----------- ----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ....................................................................... (94,835) (6,815)
Net realized short-term gains ............................................................... (193,131) --
----------- ----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ................................... (287,966) (6,815)
----------- ----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (1,422,543 and 253,024 shares, respectively) .................. 16,278,755 2,531,258
Net asset value of shares issued from reinvestment of distributions (23,750 and 637 shares,
respectively) ............................................................................. 287,966 6,815
Cost of shares repurchased (273,953 and 74 shares, respectively) ............................ (3,096,136) (727)
----------- ----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ................................... 13,470,585 2,537,346
----------- ----------
NET INCREASE (DECREASE) IN NET ASSETS ....................................................... 14,539,287 $2,692,341
NET ASSETS
Beginning of period ......................................................................... 2,692,341 --
----------- ----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME (LOSS) OF $0 AND $0) ........... $17,231,628 $2,692,341
=========== ==========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

FROM INCEPTION
YEAR ENDED 11/20/00 TO
12/31/01 12/31/00
----------- --------------

Net asset value, beginning of period .......................................................... $10.62 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ................................................................ 0.07 0.03
Net realized and unrealized gain ............................................................ 1.59 0.62
------ ------
TOTAL FROM INVESTMENT OPERATIONS .......................................................... 1.66 0.65
------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ........................................................ (0.07) (0.03)
Dividends from net realized gains ........................................................... (0.13) --
------ ------
TOTAL DISTRIBUTIONS ....................................................................... (0.20) (0.03)
------ ------
CHANGE IN NET ASSET VALUE ..................................................................... 1.46 0.62
------ ------
NET ASSET VALUE, END OF PERIOD ................................................................ $12.08 $10.62
====== ======
Total return .................................................................................. 15.76% 6.44%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ......................................................... $17,232 $2,692
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3) ....................................................................... 1.20%(4) 1.20%(1)
Net investment income (loss) ................................................................ 1.12% 2.71%(1)
Portfolio turnover ............................................................................ 18% 1%(2)

<FN>
(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 2.33% and 13.52% for the periods ended December 31, 2001 and 2000, respectively.
(4) 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.
</FN>

See Notes to Financial Statements

167

PHOENIX-SENECA MID-CAP GROWTH SERIES

INVESTOR PROFILE
The Fund is appropriate for investors seeking long-term capital
appreciation.

INVESTMENT ADVISER'S REPORT
For the 12 months ended December 31, 2001, Phoenix-Seneca Mid-Cap Growth
Edge Series returned -25.28% compared with a return of -20.15% for the Russell
MidCap(R) Growth Index(1) and 0.49% for the S&P MidCap 400 Index.(3)

The year 2001 was extraordinary in its harshness in every regard, and for
investors, it deepened the misery of 2000. It is rare for the U.S. equity
markets to post two consecutive annual declines, but virtually all major stock
market averages fell in each of the last two years. Despite a remarkably strong
rally in the fourth quarter of 2001, the broadest measure of U.S. stock
performance, the Wilshire 5000 Index, registered a double-digit percentage
decline for the year.*

In hindsight, the reasons for the sharp sell off are clear: the bursting of
the tech bubble and the dramatic economic slowdown from the heady pace of the
late 1990s. We had hoped the inevitable Internet crash could occur without
devastating the economy, but the interconnections between the "new" and the
"old" economies were substantial. As upstarts imploded, they took a chunk out of
the revenue streams of established companies throughout the economy, from
technology to real estate to retailing. Any company that had relied on the dot
coms and telecoms to continue spending on equipment, space, supplies and
services was disappointed. Easy money, overinvestment, overleverage, and
overcapacity in the "new" economy led to a sharp downturn in the entire economy.
Groups as far removed from the technology bubble as pharmaceuticals and
utilities fell hard.

Growth stocks were especially beaten down as multiples deflated and new
growth industries such as the Internet and alternative telecommunications
fizzled. "Value" investing, which is variously defined as investing in asset
rich companies, companies with low P/E multiples, or turnaround situations, lost
less during the bear market. As "growth" investors, we have not been spared. Our
valuation disciplines and risk controls, however, bolstered our performance
during the bear market.

Stock selection in the health-care sector was the dominant positive
contributor to performance in 2001. The Seneca stocks, led by Tenet Healthcare,
returned over 8% versus those in the Russell MidCap(R) Growth Index at -11.36%.
The utilities were another bright spot in the portfolio in 2001. The Seneca
stocks outperformed those in the benchmark six of the nine months we were
invested in them. We also tended to be overweighted during the months that the
sector helped index performance. Mirant Corp., up 58.7% for the year, was the
biggest contributor. The Seneca capital goods stocks returned 5% for the year
versus a -7% return for those in the index.

The underperformance of the portfolio's consumer cyclical stocks was the
biggest drag on performance. Crown Castle, a cellular tower company, and Cendant
Corp. were two of the bottom 10 stocks by contribution for the year. Cendant,
with its hotel and rental car businesses, was the only stock in the portfolio
directly affected by the September 11th terrorist attacks. The overweight in the
portfolio in communications services stocks hurt performance, as did the
performance of Seneca's only two holdings in this group, Nextel Partners and
Powerwave Technologies. We were out of both positions before year-end. Several
significant earnings disappointments in the technology sector had a negative
impact, particularly Waters Corp., which dragged down other Seneca holdings,
PerkinElmer and Thermoelectron.

OUTLOOK
Despite ongoing layoffs and continued debt problems, there is cause for
optimism that the economy will recover. The Federal Reserve's aggressive rate
cuts have taken short-term rates to their lowest levels in 40 years. Consumers
have reliquified through the mortgage-refinancing boom. Housing remains vibrant
and will continue to lead spending on furniture and other durable goods. While
consumer spending cannot surge in a tough job environment, there is no imminent
collapse ahead. Business spending has contracted through this recession and is
now poised to snap back. Orders are strengthening in some of the hardest hit
sectors of the economy, such as semiconductors. The stock market rally since
September also suggests that recovery is at hand. Historically, the market
rebounds three to six months before recession's end.

Though the worst of the slump is behind us, the recovery will not be
vigorous. The upturn in 2002 will benefit from patient Federal Reserve policy.
With no inflation problem, and in the presence of large global concerns, the Fed
will want to insure that the economy is stable before changing its posture.

*The Wilshire 5000 Index measures broad stock market total-return performance
and is provided for general comparative purposes. The index is unmanaged and not
available for direct investment.

168

PHOENIX-SENECA MID-CAP GROWTH SERIES

We are well aware of the risks to our forecast. A renewed economic
downdraft or a terrorist attack could derail a solid rebound. We believe,
however, that the enormous liquidity that the Federal Reserve has supplied will
turn the tide in the economy. The terrorist threat is a constant, but the
extraordinary market rebound after September 11th is a testament to the vitality
of the U.S. financial system in the face of almost unimaginable horror.

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Mid-Cap Growth Series Russell MidCap Growth Index(1) S&P 500 Index(2) S&P MidCap 400 Index(3)

3/2/98 $10,000.00 $10,000.00 $10,000.00 $10,000.00
12/31/98 12,175.10 10,987.50 11,895.30 11,220.90
12/31/99 17,729.00 16,623.50 14,409.40 12,872.80
12/29/00 20,166.40 14,670.60 13,085.60 15,126.20
12/31/01 15,067.80 11,714.30 11,531.70 15,200.30

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01

FROM
INCEPTION
3/2/98 TO
1 YEAR 12/31/01
- --------------------------------------------------------------------------------
Mid-Cap Growth Series (25.28)% 11.28%
- --------------------------------------------------------------------------------
Russell MidCap Growth Index(1) (20.15)% 4.21%
- --------------------------------------------------------------------------------
S&P 500 Index(2) (11.87)% 3.79%
- --------------------------------------------------------------------------------
S&P MidCap 400 Index(3) 0.49% 11.54%
- --------------------------------------------------------------------------------

(1) The Russell MidCap Growth Index is an unmanaged measure of
mid-capitalization growth-oriented stock total return performance. This
benchmark was changed from the prior year to more accurately reflect the
allocation of the Series.
(2) The S&P 500 Index is an unmanaged, commonly used measure of stock market
total return performance and is provided for general comparative purposes.
(3) The S&P MidCap 400 Index is an unmanaged commonly used measure of mid-cap
stock total return performance and is provided for general comparative
purposes.
The indices are not available for direct investment.

169

PHOENIX-SENECA MID-CAP GROWTH SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
------ -----------
COMMON STOCKS--87.6%
BIOTECHNOLOGY--3.2%
Genzyme Corp. (b) .................................. 37,300 $ 2,232,778
-----------
BROADCASTING (TELEVISION, RADIO & CABLE)--5.5%
EchoStar Communications Corp. Class A (b) .......... 70,860 1,946,524
Univision Communications, Inc. Class A (b) ......... 45,370 1,835,670
-----------
3,782,194
-----------
COMPUTERS (HARDWARE)--5.0%
Brocade Communications Systems, Inc. (b) ........... 58,010 1,921,291
Juniper Networks, Inc. (b) ......................... 79,330 1,503,304
-----------
3,424,595
-----------
COMPUTERS (SOFTWARE & SERVICES)--3.1%
Electronic Arts, Inc. (b) .......................... 35,570 2,132,421
-----------
DISTRIBUTORS (FOOD & HEALTH)--3.2%
AmerisourceBergen Corp. ............................ 34,590 2,198,194
-----------
ELECTRICAL EQUIPMENT--3.7%
SPX Corp. (b) ...................................... 18,590 2,544,971
-----------
ELECTRONICS (SEMICONDUCTORS)--15.1%
Advanced Micro Devices, Inc. (b) ................... 109,710 1,740,001
Altera Corp. (b) ................................... 96,470 2,047,093
Atmel Corp. (b) .................................... 223,310 1,645,795
LSI Logic Corp. (b) ................................ 120,310 1,898,492
RF Micro Devices, Inc. (b) ......................... 68,500 1,317,255
Semtech Corp. (b) .................................. 50,070 1,786,998
-----------
10,435,634
-----------
EQUIPMENT (SEMICONDUCTORS)--2.3%
Novellus Systems, Inc. (b) ......................... 39,930 1,575,238
-----------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--3.1%
Allergan, Inc. ..................................... 28,140 2,111,907
-----------
HEALTH CARE (HOSPITAL MANAGEMENT)--2.1%
Tenet Healthcare Corp. (b) ......................... 24,860 1,459,779
-----------
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--6.5%
Biomet, Inc. ....................................... 72,550 2,241,795
St. Jude Medical, Inc. (b) ......................... 28,350 2,201,378
-----------
4,443,173
-----------
HEALTH CARE (SPECIALIZED SERVICES)--5.1%
HEALTHSOUTH Corp. (b) .............................. 137,860 2,043,085
Laboratory Corporation of America Holdings (b) ..... 17,910 1,448,024
-----------
3,491,109
-----------
HOUSEHOLD PRODUCTS (NON-DURABLE)--2.5%
Clorox Co. (The) ................................... 44,090 1,743,760
-----------
LEISURE TIME (PRODUCTS)--3.3%
Harley-Davidson, Inc. .............................. 41,470 2,252,236
-----------
MANUFACTURING (DIVERSIFIED)--2.9%
American Standard Cos., Inc. (b) ................... 29,660 2,023,702
-----------
MANUFACTURING (SPECIALIZED)--2.6%
Jabil Circuit, Inc. (b) ............................ 78,650 1,786,928
-----------
PUBLISHING (NEWSPAPERS)--2.4%
New York Times Co. (The) Class A ................... 37,780 1,633,985
-----------

SHARES VALUE
------ -----------
RETAIL (COMPUTERS & ELECTRONICS)--2.1%
Circuit City Stores-Circuit City Group ............. 56,260 $ 1,459,947
-----------
RETAIL (SPECIALTY)--6.0%
Office Depot, Inc. (b) ............................. 124,950 2,316,573
Tiffany & Co. ...................................... 57,970 1,824,316
-----------
4,140,889
-----------
RETAIL (SPECIALTY-APPAREL)--5.0%
American Eagle Outfitters, Inc. (b) ................ 68,220 1,785,317
Intimate Brands, Inc. .............................. 112,380 1,669,967
-----------
3,455,284
-----------
SAVINGS & LOAN COMPANIES--2.9%
Charter One Financial, Inc. ........................ 73,587 1,997,887
-----------
TOTAL COMMON STOCKS
(Identified cost $58,868,781) ................................. 60,326,611
-----------
FOREIGN COMMON STOCKS--8.3%
COMPUTERS (PERIPHERALS)--2.1%
ATI Technologies, Inc. (Canada) (b) ................ 113,030 1,435,481
-----------
ELECTRONICS (SEMICONDUCTORS)--3.3%
Marvell Technology Group Ltd. (Bermuda) (b) ........ 63,790 2,284,958
-----------
HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)--2.9%
Biovail Corp. (Canada) (b) ......................... 35,720 2,009,250
-----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $4,710,799) .................................. 5,729,689
-----------
TOTAL LONG-TERM INVESTMENTS--95.9%
(Identified cost $63,579,580) ................................. 66,056,300
-----------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000)
----------- ------
SHORT-TERM OBLIGATIONS--3.2%
COMMERCIAL PAPER--3.2%
Bavaria Universal Funding 1.93%, 1/2/02 .. A-1 $1,000 999,946
Govco, Inc. 1.75%, 1/2/02 ................ A-1+ 1,245 1,244,940
-----------
2,244,886
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $2,244,886) ................................. 2,244,886
-----------
TOTAL INVESTMENTS--99.1%
(Identified cost $65,824,466) ................................ 68,301,186(a)
Other assets and liabilities, net--0.9% ...................... 593,672
-----------
NET ASSETS--100.0% ............................................. $68,894,858
===========

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $5,984,842 and gross
depreciation of $3,788,478 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$66,104,822.
(b) Non-income producing.

See Notes to Financial Statements

170

PHOENIX-SENECA MID-CAP GROWTH SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $65,824,466) ............................................ $ 68,301,186
Receivables
Investment securities sold ............................................................................ 636,086
Fund shares sold ...................................................................................... 106,337
Interest and dividends ................................................................................ 3,303
Prepaid expenses ........................................................................................ 652
------------
Total assets ........................................................................................ 69,047,564
------------
LIABILITIES
Cash overdraft .......................................................................................... 63
Payables
Fund shares repurchased ............................................................................... 24,185
Printing fee .......................................................................................... 44,973
Investment advisory fee ............................................................................... 41,965
Professional fee ...................................................................................... 27,449
Financial agent fee ................................................................................... 7,360
Trustees' fee ......................................................................................... 3,262
Accrued expenses ........................................................................................ 3,449
------------
Total liabilities ................................................................................... 152,706
------------
NET ASSETS .............................................................................................. $ 68,894,858
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ...................................................... $ 88,895,604
Accumulated net realized loss ......................................................................... (22,477,466)
Net unrealized appreciation ........................................................................... 2,476,720
------------
NET ASSETS .............................................................................................. $ 68,894,858
============
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ........................ 5,152,233
============
Net asset value and offering price per share ............................................................ $13.37
======

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Interest .............................................................................................. $ 203,526
Dividends ............................................................................................. 161,476
------------
Total investment income ............................................................................. 365,002
------------
EXPENSES
Investment advisory fee ............................................................................... 550,452
Financial agent fee ................................................................................... 91,826
Printing .............................................................................................. 52,148
Professional .......................................................................................... 28,867
Custodian ............................................................................................. 14,916
Trustees .............................................................................................. 8,437
Miscellaneous ......................................................................................... 7,670
------------
Total expenses ...................................................................................... 754,316
Less expense borne by investment adviser ............................................................ (30,850)
Custodian fees paid indirectly ...................................................................... (954)
------------
Net expenses ........................................................................................ 722,512
------------
NET INVESTMENT LOSS ..................................................................................... (357,510)
------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities ....................................................................... (19,873,580)
Net change in unrealized appreciation (depreciation) on investments ................................... (550,926)
------------
NET LOSS ON INVESTMENTS ................................................................................. (20,424,506)
------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS .................................................... $(20,782,016)
============

See Notes to Financial Statements

171

PHOENIX-SENECA MID-CAP GROWTH SERIES

STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED YEAR ENDED
12/31/01 12/31/00
------------ -----------

FROM OPERATIONS
Net investment income (loss) .................................................................... $ (357,510) $ (139,970)
Net realized gain (loss) ........................................................................ (19,873,580) 2,070,441
Net change in unrealized appreciation (depreciation) ............................................ (550,926) (2,510,449)
------------ -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ..................................... (20,782,016) (579,978)
------------ -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net realized short-term gains ................................................................... -- (4,510,617)
Net realized long-term gains .................................................................... -- (1,369,745)
------------ -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ....................................... -- (5,880,362)
------------ -----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (2,791,753 and 3,376,632 shares, respectively) .................. 41,997,776 69,152,651
Net asset value of shares issued from reinvestment of distributions (0 and 312,867 shares,
respectively) ................................................................................. -- 5,880,362
Cost of shares repurchased (1,607,612 and 986,247 shares, respectively) ......................... (23,336,210) (19,414,242)
------------ -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ....................................... 18,661,566 55,618,771
------------ -----------
NET INCREASE (DECREASE) IN NET ASSETS ........................................................... (2,120,450) 49,158,431
NET ASSETS
Beginning of period ............................................................................. 71,015,308 21,856,877
------------ -----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME (LOSS) OF $0 AND $0,
RESPECTIVELY) ................................................................................. $ 68,894,858 $71,015,308
============ ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

YEAR ENDED FROM
DECEMBER 31, INCEPTION
--------------------------- 3/2/98 TO
2001 2000 1999 12/31/98
------ ------ ------ -----------

Net asset value, beginning of period .......................................... $17.90 $17.28 $12.16 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(4) ............................................. (0.08) (0.06) -- 0.01
Net realized and unrealized gain (loss) ..................................... (4.45) 2.51 5.54 2.16
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS .......................................... (4.53) 2.45 5.54 2.17
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ........................................ -- -- -- (0.01)
Dividends from net realized gains ........................................... -- (1.83) (0.42) --
------ ------ ------ ------
TOTAL DISTRIBUTIONS ....................................................... -- (1.83) (0.42) (0.01)
------ ------ ------ ------
CHANGE IN NET ASSET VALUE ..................................................... (4.53) 0.62 5.12 2.16
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD ................................................ $13.37 $17.90 $17.28 $12.16
====== ====== ====== ======
Total return .................................................................. (25.28)% 13.75% 45.62% 21.75%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ......................................... $68,895 $71,015 $21,857 $7,897
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3) ....................................................... 1.05%(5) 1.05% 1.05% 1.05%(1)
Net investment income (loss) ................................................ (0.52)% (0.28)% (0.33)% 0.15%(1)
Portfolio turnover rate ....................................................... 137% 97% 169% 127%(2)

<FN>
(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 1.10%, 1.19%, 2.04% and 2.82% for the periods ended December 31, 2001, 2000, 1999 and 1998, respectively.
(4) Computed using average shares outstanding.
(5) 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.
</FN>

See Notes to Financial Statements

172

PHOENIX-SENECA STRATEGIC THEME SERIES

INVESTOR PROFILE
Phoenix-Seneca Strategic Theme Series seeks long-term capital appreciation
by identifying securities benefiting from long-term trends present in the United
States and abroad.

INVESTMENT ADVISER'S REPORT
For the 12 months ended December 31, 2001, Phoenix-Seneca Strategic Theme
Edge Series returned -27.36% compared with a return of -11.87% for the S&P 500
Index(2) and -20.42% for the Russell 1000 Growth Stock Index.(1)

The year 2001 was extraordinary in its harshness in every regard, and for
investors, it deepened the misery of 2000. It is rare for the U.S. equity
markets to post two consecutive annual declines, but virtually all major stock
market averages fell in each of the last two years. Despite a remarkably strong
rally in the fourth quarter of 2001, the broadest measure of U.S. stock
performance, the Wilshire 5000 Index*, registered a double-digit percentage
decline for the year.

The most significant drag on performance for the portfolio during the last
12 months came from the technology sector. Technology was by far the largest
weighting in the portfolio in 2001, averaging over 30% and it was the worst
performing sector. As growth managers, we will tend to have higher exposure to
traditional high growth areas, such as technology, than the broad market. Six of
the bottom ten contributors to performance for the year were technology stocks.

The portfolio was also hurt by the underperformance of our consumer
cyclicals holdings. This sector provided the second best performance in the
benchmark for the year. Seneca's stocks posted a negative return, primarily due
to Crown Castle International Corp., a wireless tower company we sold in July,
and Cendant Corp., a travel services company. Cendant was our only holding
directly affected by the September 11th attacks, and we sold the stock at the
end of September.

The outperformance of our health-care stocks was a significant positive in
2001. Our top performers in this sector were Johnson & Johnson, Laboratory Corp.
of America Holdings and Medtronic, Inc. Johnson & Johnson was the number one
overall contributor to performance for the year, and Lab Corp. and Medtronic
were both in the top ten. These companies were able to produce significant
earnings gains despite the deteriorating economy.

The portfolio's underweighted position in utility stocks and their
outperformance helped performance on a relative basis. Utilities were the worst
performers in the Russell 1000 Growth Index, down over 70%. Our utility holdings
were limited to two stocks: Mirant Corp. and El Paso Natural Gas, both of which
were sold in the first half of the year (Mirant was sold with a gain of over
30%). We did not hold stocks in the sector during the periods of their worst
performance.

* The Wilshire 5000 Index measures broad stock market total-return performance
and is provided for general comparative purposes. The index is unmanaged and
not available for direct investment.

173

PHOENIX-SENECA STRATEGIC THEME SERIES

Though the worst of the slump is behind us, the recovery will not be
vigorous. The upturn in 2002 will benefit from patient Federal Reserve policy.
With no inflation problem, and in the presence of large global concerns, the Fed
will want to ensure that the economy is stable before changing its posture.

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Strategic Theme Series Russell 1000 Growth Stock Index(1) S&P 500 Inde( 2) S&P MidCap 400 Index(3)

1/29/96 $10,000.00 $10,000.00 $10,000.00 $10,000.00
12/31/96 11,033.00 12,150.40 12,144.20 11,959.40
12/31/97 12,926.80 15,854.80 16,197.40 15,818.20
12/31/98 18,703.90 21,991.50 20,855.20 18,841.30
12/31/99 28,986.60 29,283.70 25,263.00 21,614.90
12/29/00 25,665.40 22,717.20 22,942.00 25,398.70
12/31/01 18,644.40 18,077.60 20,217.70 25,523.20

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/01

FROM
INCEPTION
1/29/96 TO
1 YEAR 5 YEAR 12/31/01
- --------------------------------------------------------------------------------
Strategic Theme Series (27.36)% 11.06% 11.08%
- --------------------------------------------------------------------------------
Russell 1000 Growth Stock Index(1) (20.42)% 8.27% 10.51%
- --------------------------------------------------------------------------------
S&P 500 Index(2) (11.87)% 10.73% 12.61%
- --------------------------------------------------------------------------------
S&P MidCap 400 Index(3) 0.49% 16.37% 17.13%
- --------------------------------------------------------------------------------

This chart assumes an initial gross investment of $10,000 made on 1/29/96
(inception of the Fund). Returns shown include the reinvestment of all
distributions at net asset value, and the change in share price for the stated
period. Returns indicate past performance, which is not predictive of future
performance. Investment return and net asset value will fluctuate so that your
shares, when redeemed, may be worth more or less than the original cost. Foreign
investing involves special risks such as currency fluctuation and less public
disclosure, as well as economic and political risks.

(1) The Russell 1000 Growth Stock Index is an unmanaged, commonly used measure
of large-cap growth-oriented stock total return performance.
(2) The S&P 500 Index is an unmanaged, commonly used measure of stock total
return performance and is provided for general comparative purposes.
(3) The S&P MidCap 400 Index is an unmanaged commonly used measure of mid-cap
stock total return performance and is provided for general comparative
purposes.
The indices are not available for direct investment.

174

PHOENIX-SENECA STRATEGIC THEME SERIES

SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001

SHARES VALUE
------ ------------
COMMON STOCKS--90.1%
BIOTECHNOLOGY--3.5%
Genzyme Corp. (b) ................................. 81,650 $ 4,887,569
------------
BROADCASTING (TELEVISION, RADIO & CABLE)--8.1%
Clear Channel Communications, Inc. (b) ............ 116,960 5,954,434
EchoStar Communications Corp. Class A (b) ......... 196,850 5,407,469
------------
11,361,903
------------
COMPUTERS (HARDWARE)--11.8%
Dell Computer Corp. (b) ........................... 197,270 5,361,799
International Business Machines Corp. ............. 46,200 5,588,352
Sun Microsystems, Inc. (b) ........................ 449,850 5,533,155
------------
16,483,306
------------
COMPUTERS (NETWORKING)--3.5%
Cisco Systems, Inc. (b) ........................... 267,500 4,844,425
------------
COMPUTERS (SOFTWARE & SERVICES)--4.1%
Microsoft Corp. (b) ............................... 87,300 5,783,625
------------
ELECTRICAL EQUIPMENT--6.9%
General Electric Co. .............................. 115,000 4,609,200
SPX Corp. (b) ..................................... 37,500 5,133,750
------------
9,742,950
------------
ELECTRONICS (SEMICONDUCTORS)--8.6%
Intel Corp. ....................................... 208,370 6,553,236
Micron Technology, Inc. (b) ....................... 179,090 5,551,790
------------
12,105,026
------------
FINANCIAL (DIVERSIFIED)--7.3%
American Express Co. .............................. 117,900 4,207,851
Citigroup, Inc. ................................... 119,706 6,042,759
------------
10,250,610
------------
HEALTH CARE (HOSPITAL MANAGEMENT)--3.4%
HCA, Inc. ......................................... 125,300 4,829,062
------------
HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES)--8.1%
Baxter International, Inc. ........................ 97,820 5,246,087
Medtronic, Inc. (b) ............................... 118,120 6,048,925
------------
11,295,012
------------
HEALTH CARE (SPECIALIZED SERVICES)--2.6%
Laboratory Corporation of America Holdings (b) .... 44,560 3,602,676
------------
HOUSEHOLD PRODUCTS (NON-DURABLE)--3.5%
Procter & Gamble Co. (The) ........................ 62,000 4,906,060
------------
INSURANCE (MULTI-LINE)--3.6%
American International Group, Inc. ................ 63,500 5,041,900
------------
INVESTMENT BANKING/BROKERAGE--3.7%
Goldman Sachs Group, Inc. (The) ................... 55,300 5,129,075
------------
RETAIL (SPECIALTY)--8.2%
Office Depot, Inc. (b) ............................ 314,860 5,837,504
Tiffany & Co. ..................................... 178,240 5,609,213
------------
11,446,717
------------
WASTE MANAGEMENT--3.2%
Waste Management, Inc. ............................ 141,700 4,521,647
------------
TOTAL COMMON STOCKS
(Identified cost $118,113,295) ............................... 126,231,563
------------

SHARES VALUE
------ ------------
FOREIGN COMMON STOCKS--7.1%
ELECTRICAL EQUIPMENT--3.9%
Flextronics International Ltd. (Singapore) (b) .... 228,180 $ 5,474,038
------------
ELECTRONICS (SEMICONDUCTORS)--3.2%
Taiwan Semiconductor Manufacturing Co. Ltd. ADR
(Taiwan) (b) .................................... 255,900 4,393,803
------------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $9,089,414) ................................. 9,867,841
------------
TOTAL LONG-TERM INVESTMENTS--97.2%
(Identified cost $127,202,709) ............................... 136,099,404
------------

STANDARD
& POOR'S PAR
RATING VALUE
(UNAUDITED) (000)
----------- -----
SHORT-TERM OBLIGATIONS--6.7%
COMMERCIAL PAPER--6.7%
Verizon Network Funding Corp. 2%,
1/2/02 .............................. A-1+ $3,770 3,769,791
Lexington Parker Capital Co. LLC 2%,
1/8/02 .............................. A-1 2,000 1,999,222
Special Purpose Accounts Receivable
Cooperative Corp. 1.77%, 1/9/02 ..... A-1 3,650 3,648,564
------------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $9,417,577) .............................. 9,417,577
------------
TOTAL INVESTMENTS--103.9%
(Identified cost $136,620,286) ............................ 145,516,981(a)
Other assets and liabilities, net--(3.9)% ................. (5,420,760)
------------
NET ASSETS--100.0% .......................................... $140,096,221
============

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $13,783,627 and gross
depreciation of $4,886,932 for federal income tax purposes. At December 31,
2001, the aggregate cost of securities for federal income tax purposes was
$136,620,286.
(b) Non-income producing.

See Notes to Financial Statements

175

PHOENIX-SENECA STRATEGIC THEME SERIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2001

ASSETS
Investment securities at value (Identified cost $136,620,286) .......................................... $145,516,981
Receivables
Investment securities sold ........................................................................... 1,225,106
Dividends and interest ............................................................................... 84,761
Fund shares sold ..................................................................................... 58,477
Prepaid expenses ....................................................................................... 1,545
------------
Total assets ....................................................................................... 146,886,870
------------
LIABILITIES
Cash overdraft ......................................................................................... 1,769
Payables
Investment securities purchased ...................................................................... 6,503,456
Fund shares repurchased .............................................................................. 70,350
Investment advisory fee .............................................................................. 88,974
Financial agent fee .................................................................................. 11,816
Trustees' fee ........................................................................................ 3,262
Accrued expenses ....................................................................................... 111,022
------------
Total liabilities .................................................................................. 6,790,649
------------
NET ASSETS ............................................................................................. $140,096,221
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ..................................................... $207,674,837
Accumulated net realized loss ........................................................................ (76,475,311)
Net unrealized appreciation .......................................................................... 8,896,695
------------
NET ASSETS ............................................................................................. $140,096,221
============
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ....................... 12,767,401
============
Net asset value and offering price per share ........................................................... $10.97
======

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

INVESTMENT INCOME
Dividends ............................................................................................ $ 636,408
Interest ............................................................................................. 430,612
------------
Total investment income ............................................................................ 1,067,020
------------
EXPENSES
Investment advisory fee .............................................................................. 1,224,079
Financial agent fee .................................................................................. 166,984
Printing ............................................................................................. 84,415
Custodian ............................................................................................ 36,851
Professional ......................................................................................... 26,863
Trustees ............................................................................................. 8,437
Miscellaneous ........................................................................................ 11,949
------------
Total expenses ..................................................................................... 1,559,578
Custodian fees paid indirectly ..................................................................... (1,694)
------------
Net expenses ....................................................................................... 1,557,884
------------
NET INVESTMENT LOSS .................................................................................... (490,864)
------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities ...................................................................... (70,937,839)
Net change in unrealized appreciation (depreciation) on investments .................................. 15,104,041
------------
NET LOSS ON INVESTMENTS ................................................................................ (55,833,798)
------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ................................................... $(56,324,662)
============

See Notes to Financial Statements

176

PHOENIX-SENECA STRATEGIC THEME SERIES

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
12/31/01 12/31/00
------------ ------------

FROM OPERATIONS
Net investment income (loss) ..................................................................... $ (490,864) $ (732,184)
Net realized gain (loss) ......................................................................... (70,937,839) 31,678,375
Net change in unrealized appreciation (depreciation) ............................................. 15,104,041 (63,982,937)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ...................................... (56,324,662) (33,036,746)
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net realized short-term gains .................................................................... (4,577,499) (10,013,375)
Net realized long-term gains ..................................................................... (41,567) (17,523,406)
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ........................................ (4,619,066) (27,536,781)
------------ ------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (3,047,646 and 4,520,187 shares, respectively) ..................... 38,481,933 101,129,131
Net asset value of shares issued from reinvestment of distributions (352,756 and 1,741,656 shares,
respectively) .................................................................................. 4,619,066 27,536,781
Cost of shares repurchased (3,750,199 and 1,922,135 shares, respectively) ........................ (45,578,210) (41,925,955)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ........................................ (2,477,211) 86,739,957
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS ............................................................ (63,420,939) 26,166,430
NET ASSETS
Beginning of period .............................................................................. 203,517,160 177,350,730
------------ ------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME (LOSS) OF $0 AND $0, RESPECTIVELY) .. $140,096,221 $203,517,160
============ ============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

YEAR ENDED DECEMBER 31,
-----------------------------------------------
2001 2000 1999 1998 1997
------ ------ ------ ------ ------

Net asset value, beginning of period ....................................... $15.52 $20.21 $15.40 $11.32 $10.98
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ............................................. (0.04)(3) (0.07)(3) -- 0.01 0.05
Net realized and unrealized gain (loss) .................................. (4.15) (2.20) 8.19 5.03 1.82
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ....................................... (4.19) (2.27) 8.19 5.04 1.87
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ..................................... -- -- -- (0.01) (0.05)
Dividends from net realized gains ........................................ (0.36) (2.42) (2.91) (0.95) (1.47)
Tax return of capital .................................................... -- -- (0.47) -- (0.01)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS .................................................... (0.36) (2.42) (3.38) (0.96) (1.53)
------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE .................................................. (4.55) (4.69) 4.81 4.08 0.34
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD ............................................. $10.97 $15.52 $20.21 $15.40 $11.32
====== ====== ====== ====== ======
Total return ............................................................... (27.36)% (11.46)% 54.98% 44.69% 17.16%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ...................................... $140,096 $203,517 $177,351 $75,098 $47,620
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1) .................................................... 0.96%(2) 0.92% 0.97% 0.99% 1.00%
Net investment income (loss) ............................................. (0.30)% (0.32)% (0.18)% (0.01)% 0.42%
Portfolio turnover rate .................................................... 162% 118% 150% 364% 642%

<FN>
(1) 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% for the periods ended December 31, 1997.
(2) For the year ended December 31, 2001 the ratio of operating expenses to average net assets excludes the effect of expense
offsets from custodian fees if expense offsets were included, the ratio would not significantly differ.
(3) Computed using average shares outstanding.
</FN>

See Notes to Financial Statements

177

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001

NOTE 1--ORGANIZATION
The Phoenix Edge Series Fund (the "Fund") is organized as a Massachusetts
business trust and is registered under the Investment Company Act of 1940,
as amended, as an open-end management investment company. The Fund was
established as part of the December 8, 1986 reorganization of the Phoenix
Life Variable Accumulation Account (the "Account") from a management
investment company to a unit investment trust under the Investment Company
Act of 1940. The Fund is organized with Series which are available only to
the subaccounts of the Phoenix Life Variable Accumulation Account, Phoenix
Life Variable Universal Life Account, PHL Variable Accumulation Account, PHL
Variable Universal Life Account, Phoenix Life and Annuity Variable Universal
Life Account, and Phoenix Life Separate Accounts B, C and D.

The Fund is comprised of 30 Series each having a distinct investment
objective as outlined below:

- ------------------------------------------------------------------------------------------------------------------------------------
FUND NAME INVESTMENT OBJECTIVE
- ------------------------------------------------------------------------------------------------------------------------------------

Phoenix-Aberdeen International Series ("Aberdeen International") High total return consistent with reasonable risk.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series ("Aberdeen New Asia") Long-term capital appreciation.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-AIM Mid-Cap Equity Series ("AIM Mid-Cap Equity") Long-term growth of capital.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Alliance/Bernstein Growth + Value Series Long-term capital growth.
("Alliance/Bernstein Growth + Value")
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Deutsche Dow 30 Series ("Deutsche Dow 30") Track the total return of the Dow Jones Industrial
(formerly Phoenix-Bankers Trust Dow 30 Series) Average(SM) before fund expenses.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Deutsche Nasdaq-100 Index(R) Series ("Deutsche Nasdaq-100 Track the total return of the NASDAQ 100 Index(R) before
Index(R)") (formerly Phoenix-Bankers Trust Nasdaq-100 Index(R) Series) fund expenses.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities Series Capital appreciation and income with approximately equal
("Duff & Phelps Real Estate Securities") emphasis.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Capital Growth Series ("Engemann Intermediate and long-term growth of capital, with income
Capital Growth") as a secondary consideration.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty Series Long-term capital appreciation by investing in
("Engemann Nifty Fifty") approximately 50 different securities that offer the
best potential for long-term growth of capital.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Small & Mid-Cap Growth Series Long-term growth of capital by normally investing at least
("Engemann Small & Mid-Cap Growth") 65% of assets in equities of "small-cap" and "mid-cap"
companies with market capitalization under $2 billion.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Federated U.S. Government Bond Series Maximize total return by investing primarily in debt
("Federated U.S. Government Bond") obligations of the U.S. Government, its agencies and
instrumentalities.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market Series Provide maximum current income consistent with capital
("Goodwin Money Market") preservation and liquidity.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income Series Long-term total return.
("Goodwin Multi-Sector Fixed Income")
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity Series Long-term capital appreciation and a secondary investment
("Hollister Value Equity") objective of current income.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-J.P. Morgan Research Enhanced Index Series High total return by investing in a broadly diversified
("J.P. Morgan Research Enhanced Index") portfolio of equity securities of large and medium
capitalization companies within market sectors reflected
in the S&P 500.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Core Equity Series ("Janus Core Equity") Long-term growth of capital.
(formerly, Phoenix-Janus Equity Income Series)
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Flexible Income Series Maximum total return consistent with the
preservation of ("Janus Flexible Income") capital.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Growth Series ("Janus Growth") Long-term capital growth consistent with the
preservation of capital.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-MFS Investors Growth Stock Series Long-term growth of capital and future income rather than
("MFS Investors Growth Stock") current income.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-MFS Investors Trust Series ("MFS Investors Trust") Long-term growth of capital and secondarily to provide
reasonable current income.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-MFS Value Series ("MFS Value") Capital appreciation and reasonable income.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Morgan Stanley Focus Equity Series Capital appreciation by investing primarily in equity
("Morgan Stanley Focus Equity") securities.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Balanced Series ("Oakhurst Balanced") Reasonable income, long-term capital growth and
conservation of capital.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income Series Dividend growth, current income and capital appreciation
("Oakhurst Growth and Income") by investing in common stocks.
- ------------------------------------------------------------------------------------------------------------------------------------

178

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001

Phoenix-Oakhurst Strategic Allocation Series Realize as high a level of total rate of return over an
("Oakhurst Strategic Allocation") extended period of time as is considered consistent with
prudent investment risk.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Sanford Bernstein Global Value Series Long-term capital appreciation through investing in
("Sanford Bernstein Global Value") foreign and domestic equity securities.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Sanford Bernstein Mid-Cap Value Series Long-term capital appreciation with current income as the
("Sanford Bernstein Mid-Cap Value") secondary investment objective.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Sanford Bernstein Small-Cap Value Series Long-term capital appreciation by investing primarily in
("Sanford Bernstein Small-Cap Value") small-capitalization stocks the adviser believes are
undervalued.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth Series Capital appreciation primarily through investments in
("Seneca Mid-Cap Growth") equity securities of companies that have the potential
for above average market appreciation.
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Strategic Theme Series Long-term appreciation of capital by identifying
("Seneca Strategic Theme") securities benefiting from long-term trends present in the
United States and abroad.
- ------------------------------------------------------------------------------------------------------------------------------------

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses. Actual results could differ from those
estimates.

A. SECURITY VALUATION
Equity securities are valued at the last sale price, or if there had been no
sale that day, at the last bid price. Debt securities are valued on the
basis of broker quotations or valuations provided by a pricing service which
utilizes information with respect to recent sales, market transactions in
comparable securities, quotations from dealers, and various relationships
between securities in determining value. Short-term investments having a
remaining maturity of 60 days or less are valued at amortized cost which
approximates market. All other securities and assets are valued at their
fair value as determined in good faith by or under the direction of the
Trustees.

Certain securities held by the following Series were valued on the basis of
a price provided by a principal market maker. The prices provided by the
principal market makers may differ from the value that would be realized if
the securities were sold. At December 31, 2001, the total value of
securities for which prices were provided by principal market makers
represented (approximately) the following percentages of net assets:

SERIES PERCENTAGE OF NET ASSETS
------ ------------------------
Goodwin Multi-Sector Fixed Income ............... 6%

Goodwin Money Market uses the amortized cost method of security valuation
which, in the opinion of the Trustees, represents the fair value of the
particular security. The Trustees monitor the deviations between the Series'
net asset value per share as determined by using available market quotations
and its net asset value per share using amortized cost. If the deviation
exceeds 1/2 of 1%, the Board of Trustees will consider what action, if any,
should be initiated to provide fair valuation. The Series attempts to
maintain a constant net asset value of $10 per share.

B. SECURITY TRANSACTIONS AND RELATED INCOME
Security transactions are recorded on the trade date. Interest income is
recorded on the accrual basis. Dividend income is recorded on the
ex-dividend date, or in the case of certain foreign securities, as soon as
the Fund is notified. The Fund amortizes premiums and discounts using the
effective interest method. Realized gains and losses are determined on the
identified cost basis.

Effective January 1, 2001, the Fund adopted the revised AICPA Audit and
Accounting Guide, Audits of Investment Companies and began to amortize
premium on fixed income securities and classify gains and losses on
mortgage- and asset-backed securities previously included in realized gains
and losses, as a component of interest income. The cumulative effect of the
accounting changes had no impact on total net assets of the Fund or the
Fund's net asset value, but resulted in reductions to the cost of
securities, corresponding increases in net unrealized appreciation
(depreciation), and equivalent decreases in undistributed net investment
income based on securities held by each Series on December 31, 2000 as
detailed below:

REDUCTION IN INCREASE IN UNREALIZED
SERIES COST OF SECURITIES APPRECIATION (DEPRECIATION)
------ ------------------ ---------------------------

Engemann Capital Growth .................. $ 876 $ 876
Federated U.S. Government Bond ........... 30,566 30,566
Goodwin Multi-Sector Fixed Income ........ 63,340 63,340
Janus Core Equity ........................ 14,163 14,163
Janus Flexible Income .................... 2,585 2,585
Oakhurst Balanced ........................ 69,136 69,136
Oakhurst Strategic Allocation ............ 75,019 75,019

179

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001

The effect of this change for the year ended December 31, 2001 was to
increase (decrease) net investment income, increase (decrease) net
unrealized appreciation (depreciation) and increase (decrease) net realized
gains (losses) for each Series as detailed below. The statement of changes
in net assets and financial highlights for the prior periods have not been
restated to reflected this change.

INCREASE (DECREASE) IN NET UNREALIZED NET REALIZED
NET INVESTMENT APPRECIATION GAINS
SERIES INCOME (DEPRECIATION) (LOSSES)
------ ---------------------- -------------- ------------

Engemann Capital Growth ................................ $ (30,601) $ 26,722 $ 3,879
Federated U.S. Government Bond ......................... (38,093) 28,391 9,702
Goodwin Multi-Sector Fixed Income ...................... 13,561 23,682 (37,243)
J.P. Morgan Research Enhanced Index .................... (3,041) 832 2,209
Janus Core Equity ...................................... (10,743) 8,496 2,247
Janus Flexible Income .................................. (20,066) 7,394 12,672
Oakhurst Balanced ...................................... (71,220) 65,918 5,302
Oakhurst Strategic Allocation .......................... (141,191) 138,357 2,834

C. INCOME TAXES
Each of the Series is treated as a separate taxable entity. It is the policy
of each Series to comply with the requirements of the Internal Revenue Code
(the "Code"), applicable to regulated investment companies, and to
distribute all of its taxable income to its shareholders. To the extent that
any Series does not distribute substantially all of its taxable earnings, it
will be subject to a 4% non-deductible excise tax.

D. DISTRIBUTIONS TO SHAREHOLDERS
Distributions are recorded by each Series on the ex-dividend date and all
distributions are reinvested into the Fund. Income and capital gain
distributions are determined in accordance with income tax regulations which
may differ from generally accepted accounting principles. These differences
include the treatment of non-taxable dividends, expiring capital loss
carryforwards, foreign currency gain/loss, gain/loss on futures contract,
partnerships, and losses deferred due to wash sales and excise tax
regulations. Permanent book and tax basis differences relating to
shareholder distributions will result in reclassifications to paid in
capital. Certain distribution amounts have been reclassified to conform to
the current year presentation.

E. FOREIGN CURRENCY TRANSLATION
Foreign securities and other assets and liabilities are valued using the
foreign currency exchange rate effective at the end of the reporting period.
Cost of investments is translated at the currency exchange rate effective at
the trade date. The gain or loss resulting from a change in currency
exchange rates between the trade and settlement dates of a portfolio
transaction is treated as a gain or loss on foreign currency. Likewise, the
gain or loss resulting from a change in currency exchange rates between the
date income is accrued and paid is treated as a gain or loss on foreign
currency. The Fund does not separate that portion of the results of
operations arising from changes in exchange rates and that portion arising
from changes in the market prices of securities.

F. FORWARD CURRENCY CONTRACTS
Certain Series may enter into forward currency contracts in conjunction with
the planned purchase or sale of foreign denominated securities in order to
hedge the U.S. dollar cost or proceeds. Forward currency contracts involve,
to varying degrees, elements of market risk in excess of the amount
recognized in the Statement of Assets and Liabilities. Risks arise from the
possible movements in foreign exchange rates or if the counterparty does not
perform under the contract.

A forward currency contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any 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 and their customers. The contract is marked-to-market daily and the
change in market value is recorded by the Series as an unrealized gain (or
loss). When the contract is closed or offset with the same counterparty, the
Series records a realized gain (or loss) equal to the change in the value of
the contract when it was opened and the value at the time it was closed or
offset.

G. FUTURES CONTRACTS
A futures contract is an agreement between two parties to buy and sell a
security at a set price on a future date. Certain Series may enter into
financial futures contracts as a hedge against anticipated changes in the
market value of their portfolio securities. Upon entering into a futures
contract, the Series is required to pledge to the broker an amount of cash
and/or securities equal to the "initial margin" requirements of the futures
exchange on which the contract is traded. Pursuant to the contract, the
Series agrees to receive from or pay to the broker an amount of cash equal
to the daily fluctuation in the value of the contract. Such receipts or
payments are known as "variation margins" and are recorded by the Series as
unrealized gains or losses. When the contract is closed, the Series records
a realized gain or loss equal to the difference between the value of the
contract at the time it was opened and the value at the time it was closed.
The potential risks to the Series are that the change in value of the
futures contract may not correspond to the change in value of the hedged
instruments and the counterparty may not fulfill its contractual obligations
related to the contract.

H. OPTIONS
Certain Series may write covered options or purchase options contracts for
the purpose of hedging against changes in the market value of the underlying
securities or foreign currencies.

Each Series will realize a gain or loss upon the expiration or closing of
the option transaction. Gains and losses on written options are reported
separately in the Statement of Operations. When a written option is
exercised, the proceeds on sales or amounts paid are adjusted by the amount
of premium received. Options written are reported as a liability in the
Statement of Assets and Liabilities and

180

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001

subsequently marked-to-market to reflect the current value of the option.
The risk associated with written options is that the change in value of
options contracts may not correspond to the change in value of the hedged
instruments. In addition, losses may arise from changes in the value of the
underlying instruments, or if a liquid secondary market does not exist for
the contracts.

Each Series may purchase options which are included in the Series' Schedule
of Investments and subsequently marked-to-market to reflect the current
value of the option. When a purchased option is exercised, the cost of the
security is adjusted by the amount of premium paid. The risk associated with
purchased options is limited to the premium paid. At December 31, 2001, the
Fund had no options outstanding.

I. EXPENSES
Expenses incurred by the Fund with respect to any two or more Series are
allocated in proportion to the net assets of each Series, except where
allocation of direct expense to each Series or an alternative allocation
method can be more fairly made.

J. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
Certain Series may engage in when-issued or delayed delivery transactions.
The Series record when-issued securities on the trade date and maintain
collateral for the securities purchased. Securities purchased on a
when-issued or delayed delivery basis begin earning interest on the
settlement date.

K. REPURCHASE AGREEMENTS
A repurchase agreement is a transaction where a Series acquires a security
for cash and obtains a simultaneous commitment from the seller to repurchase
the security at an agreed upon price and date. The Series, through its
custodian, takes possession of securities collateralizing the repurchase
agreement. The collateral is marked-to-market daily to ensure that the
market value of the underlying assets remains sufficient to protect the
Series in the event of default by the seller. If the seller defaults and the
value of the collateral declines or, if the seller enters insolvency
proceedings, realization of collateral may be delayed or limited.

L. SWAP AGREEMENTS
Certain Series may invest in swap agreements for the purpose of hedging
against changes in interest rates or foreign currencies. Swap agreements
involve the exchange by the Series with another party of their respective
commitments to pay or receive interest, (e.g., an exchange of floating rate
payments for fixed rate payments) with respect to a notional amount of
principal. Swaps are marked to market daily based upon quotations from
market makers and the change, if any, is recorded as an unrealized gain or
loss in the Statement of Operations. Net payments of interest are recorded
as interest income. Entering into these agreements involves, to varying
degrees, elements of credit and market risk in excess of the amounts
recognized on the Statement of Assets and Liabilities. Such risks involve
the possibility that there will be no liquid market for these agreements,
that the counterparty to the agreement may default on its obligation to
perform and that there may be unfavorable changes in the fluctuation of
interest and/or exchange rates. At December 31, 2001, the Fund had no swap
agreements outstanding.

M. LOAN AGREEMENTS
Certain Series may invest in direct debt instruments which are interests in
amounts owed by a corporate, governmental, or other borrower to lenders or
lending syndicates. The Fund's investments in loans may be in the form of
participations in loans or assignments of all or a portion of loans from
third parties. A loan is often administered by a bank or other financial
institution (the lender) that acts as agent for all holders. The agent
administers the terms of the loan, as specified in the loan agreement. When
investing in a loan participation, the Fund has the right to receive
payments of principal, interest and any fees to which it is entitled only
from the lender selling the loan agreement and only upon receipt by the
lender of payments from the borrower. The Fund generally has no right to
enforce compliance with the terms of the loan agreement with the borrower.
As a result, the Fund may be subject to the credit risk of both the borrower
and the lender that is selling the loan agreement. When the Fund purchases
assignments from lenders it acquires direct rights against the borrower on
the loan. Direct indebtedness of emerging countries involves a risk that the
government entities responsible for the repayment of the debt may be unable,
or unwilling to pay the principal and interest when due.

NOTE 3--INVESTMENT ADVISORY FEES AND RELATED PARTY TRANSACTIONS
The Advisers to the Fund are Phoenix Investment Counsel, Inc. ("PIC"),
Phoenix Variable Advisers, Inc. ("PVA"), Phoenix-Aberdeen International
Advisers, LLC ("PAIA"), and Duff & Phelps Investment Management Co.
("DPIM"). As a compensation for their services to the Fund, the Advisers are
entitled to a fee based upon the following annual rates as a percentage of
the average daily net assets of each separate Series listed below:

RATE FOR FIRST RATE FOR NEXT RATE FOR OVER
SERIES ADVISER $250 MILLION $250 MILLION $500 MILLION
------ ------- -------------- ------------- -------------

Aberdeen International .................................. PIC 0.75% 0.70% 0.65%
Aberdeen New Asia ....................................... PAIA 1.00 1.00 1.00
AIM Mid-Cap Equity ...................................... PVA 0.85 0.85 0.85
Alliance/Bernstein Growth + Value ....................... PVA 0.85 0.85 0.85
Deutsche Dow 30 ......................................... PVA 0.35 0.35 0.35
Deutsche Nasdaq-100 Index(R) ............................ PVA 0.35 0.35 0.35
Engemann Capital Growth ................................. PIC 0.70 0.65 0.60
Engemann Nifty Fifty .................................... PIC 0.90 0.80 0.70
Engemann Small & Mid-Cap Growth ......................... PIC 0.90 0.90 0.90
Federated U.S. Government Bond .......................... PVA 0.60 0.60 0.60
Goodwin Money Market .................................... PIC 0.40 0.35 0.30
Goodwin Multi-Sector Fixed Income ....................... PIC 0.50 0.45 0.40
Hollister Value Equity .................................. PIC 0.70 0.65 0.60

181

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001

RATE FOR FIRST RATE FOR NEXT RATE FOR OVER
SERIES ADVISER $250 MILLION $250 MILLION $500 MILLION
------ ------- -------------- ------------- -------------

J.P. Morgan Research Enhanced Index ..................... PVA 0.45 0.45 0.45
Janus Core Equity ....................................... PVA 0.85 0.85 0.85
Janus Flexible Income ................................... PVA 0.80 0.80 0.80
Janus Growth ............................................ PVA 0.85 0.85 0.85
MFS Investors Growth Stock .............................. PVA 0.75 0.75 0.75
MFS Investors Trust ..................................... PVA 0.75 0.75 0.75
MFS Value ............................................... PVA 0.75 0.75 0.75
Morgan Stanley Focus Equity ............................. PVA 0.85 0.85 0.85
Oakhurst Balanced ....................................... PIC 0.55 0.50 0.45
Oakhurst Growth and Income .............................. PIC 0.70 0.65 0.60
Oakhurst Strategic Allocation ........................... PIC 0.60 0.55 0.50
Sanford Bernstein Global Value .......................... PVA 0.90 0.90 0.90
Sanford Bernstein Mid-Cap Value ......................... PVA 1.05 1.05 1.05
Sanford Bernstein Small Cap Value ....................... PVA 1.05 1.05 1.05
Seneca Mid-Cap Growth ................................... PIC 0.80 0.80 0.80
Seneca Strategic Theme .................................. PIC 0.75 0.70 0.65

RATE FOR FIRST RATE FOR NEXT RATE FOR OVER
$1 BILLION $1 BILLION $2 BILLION
-------------- ------------- -------------

Duff & Phelps Real Estate Securities .................... DPIM 0.75 0.70 0.65

Pursuant to a subadvisory agreement with the Fund, certain advisers delegate
certain investment decisions and research functions with respect to the
following Series to the subadvisor indicated, for which services each is
paid a fee by the respective adviser.

SERIES SUBADVISER
------ ----------

Aberdeen International Aberdeen Fund Managers, Inc. ("Aberdeen")
Aberdeen New Asia Aberdeen Fund Managers, Inc. ("Aberdeen") and Phoenix Investment Council ("PIC")
AIM Mid-Cap Equity A I M Capital Management ("AIM")
Alliance/Bernstein Growth + Value Alliance Capital Management ("Alliance")
Deutsche Dow 30 Deutsche Asset-Management ("DAMI")
Deutsche Nasdaq-100 Index(R) Deutsche Asset-Management ("DAMI")
Engemann Capital Growth Roger Engemann & Associates ("Engemann")
Engemann Nifty Fifty Roger Engemann & Associates ("Engemann")
Engemann Small & Mid-Cap Growth Roger Engemann & Associates ("Engemann")
Federated U.S. Government Bond Federated Investment Management Company ("Federated")
J.P. Morgan Research Enhanced Index J.P. Morgan Investment Management, Inc. ("J.P. Morgan")
Janus Core Equity Janus Capital Corporation ("Janus")
Janus Flexible Income Janus Capital Corporation ("Janus")
Janus Growth Janus Capital Corporation ("Janus")
MFS Investors Growth Stock MFS Investment Management ("MFS")
MFS Investors Trust MFS Investment Management ("MFS")
MFS Value MFS Investment Management ("MFS")
Morgan Stanley Focus Equity Morgan Stanley Asset Management ("MSAM")
Sanford Bernstein Global Value Alliance Capital Management L.P. ("Alliance")
Sanford Bernstein Mid-Cap Value Alliance Capital Management L.P. ("Alliance")
Sanford Bernstein Small Cap Value Alliance Capital Management L.P. ("Alliance")
Seneca Mid-Cap Growth Seneca Capital Management, LLC ("Seneca")
Seneca Strategic Theme Seneca Capital Management, LLC ("Seneca")

PIC, PVA, and PAIA employ subadvisors to furnish portfolio management
services to the Series, subject to Investment Subadvisory Agreements, the
terms of which are described below.

PIC is an indirect wholly-owned subsidiary of Phoenix Investment Partners,
Ltd. DPIM is a subsidiary of Phoenix Investment Partners, Ltd. Roger
Engemann & Associates, Inc. is a wholly-owned subsidiary of Pasadena Capital
Corporation, which in turn is a wholly-owned subsidiary of Phoenix
Investment Partners, Ltd. A majority of the equity interest of Seneca
Capital Management LLC are owned by Phoenix Investment Partners, Ltd.
Phoenix Invesment Partners in turn is a wholly-owned subsidiary of The
Phoenix Companies, Inc.

PIC has engaged Aberdeen Fund Managers, Inc. ("Aberdeen") as a subadvisor to
the Aberdeen International. Aberdeen provides the day-to-day portfolio
management for this Series. For implementing certain portfolio transactions
and providing other services to this Series, PIC pays a monthly fee to
Aberdeen based on an annual percentage of the average daily net assets of
this Series of 0.375% on the first $250 million, 0.35% of such value between
$250 million to $500 million and 0.325% of such value in excess of $500
million. Aberdeen is a wholly-owned subsidiary of Aberdeen Asset Management
PLC, of which Phoenix Life Insurance Company ("Phoenix") owns approximately
20%.

PAIA has engaged Aberdeen as a subadvisor to the Aberdeen New Asia. PAIA has
also engaged PIC to implement domestic cash management for this Series.
Aberdeen provides all other day-to-day investment operations for this Series
including international portfolio management. For implementing certain
portfolio transactions and providing research and other services to this
Series, PAIA pays a monthly fee to Aberdeen based on an annual percentage of
0.40% the average daily net assets of this Series.

182

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001

Pursuant to a subadvisory agreement between PVA and A I M Capital
Management, Inc. ("AIM"), AIM is the subadvisor and furnishes portfolio
management services to AIM Mid-Cap Equity. For the services provided, PVA
pays a monthly fee to AIM based on an annual percentage of 0.50% of the
average daily net assets of this Series.

Pursuant to a subadvisory agreement between PVA and Alliance Capital
Management L.P. ("Alliance"), Alliance is the subadvisor and furnishes
portfolio management services to Alliance/Bernstein Growth + Value. Alliance
will manage the portion of this Series' assets invested in value stocks
through its Bernstein Investment Research and Management unit (the
"Bernstein Unit"). For the services provided through December 31, 2002, PVA
pays a monthly fee to Alliance based on an annual percentage of 0.50% of the
average daily net assets of this Series.

Pursuant to subadvisory agreements between PVA and Alliance, Alliance,
through its Bernstein Unit, is the subadvisor and furnishes portfolio
management services, including affecting the purchase and sales of
securities and providing related advisory services, to the Sanford Bernstein
Global Value, Sanford Bernstein Mid-Cap Value and Sanford Bernstein
Small-Cap Value Series. For the services provided, PVA pays a monthly fee to
Alliance based on an annual percentage of the average daily net assets of
the series as follows:

RATE FOR FIRST RATE FOR NEXT RATE FOR NEXT RATE FOR NEXT RATE FOR OVER
SERIES(1) $25 MILLION $25 MILLION $25 MILLION $100 MILLION $175 MILLION
-------- -------------- ------------- ------------- ------------- -------------

Sanford Bernstein Global Value ................ 0.65% 0.50% 0.45% 0.40% 0.30%
Sanford Bernstein Mid-Cap Value ............... 0.80 0.60 0.60 0.60 0.60

RATE FOR FIRST RATE FOR NEXT RATE FOR OVER
$10 MILLION $10 MILLION $20 MILLION
-------------- ------------- -------------

Sanford Bernstein Small-Cap Value ............. 1.00 0.875 0.75

<FN>
(1) The series subadvised by the Bernstein Unit receive a 10% reduction in fees for all or a portion of these series' assets when
certain assets of the series exceed $10 million. As a result of this reduction in fees, the current rate for calculating
subadvisory fees for the Phoenix-Sanford Bernstein Small-Cap Value Series is 0.82% of average daily net assets.
</FN>

Pursuant to a subadvisory agreement between PVA and Deutsche Asset
Management, Inc. ("DAMI"), DAMI is the subadvisor and provides portfolio
management services, including effecting the purchase and sales of
securities and providing related advisory services, to the Deutsche Trust
Dow 30 and Deutsche Nasdaq-100 Index(R) Series. For the services provided,
PVA pays a monthly fee to DAMI (subject to a $100,000 annual minimum for
each Series) based on an annual percentage of 0.10% of the average daily net
assets of each of these Series.

Pursuant to a subadvisory agreement between the Fund, PIC and Roger Engemann
& Associates ("Engemann") with respect to the Engemann Nifty Fifty, and
pursuant to subadvisory agreements between PIC and Engemann with respect to
the Engemann Capital Growth and Phoenix-Engemann Small & Mid-Cap Growth,
Engemann is the subadvisor and furnishes portfolio management services,
including effecting the purchase and sales of securities and providing
related advisory services, to these Series. For the services provided, PIC
pays a monthly fee to Engemann for the Engemann Nifty Fifty based on an
annual percentage of the average daily net assets of 0.45% up to $500
million and 0.35% of such value in excess of $500 million; for the
Phoenix-Engemann Capital Growth Series based on an annual percentage of the
average daily net assets of 0.10% up to $3 billion and 0.30% of such value
in excess of $3 billion; and for Engemann Small & Mid-Cap Growth based on an
annual percentage of the average daily net assets of 0.45%.

Pursuant to a subadvisory agreement between PVA and Federated Investment
Management Company ("Federated"), Federated is the subadvisor and furnishes
portfolio management services, including effecting the purchase and sales of
securities and providing related advisory services, to the Federated U.S.
Government Bond. For the services provided, PVA pays a monthly fee to
Federated based on an annual percentage of the average daily net assets of
this Series of 0.30% up to $25 million, 0.25% of such value between $25
million and $50 million, 0.20% of such value between $50 million and $100
million and a negotiable fee on such value in excess of $100 million.

Pursuant to a subadvisory agreement between the Fund, PVA, and J.P. Morgan
Investment Management Inc. ("J.P. Morgan"), J.P. Morgan is the subadvisor
and furnishes portfolio management services, including effecting the
purchase and sales of securities and providing related advisory services, to
the J.P. Morgan Research Enhanced Index. For the services provided, PVA pays
a monthly fee to J.P. Morgan based on an annual percentage of the average
daily net assets of this Series of 0.25% up to $100 million and 0.20% on
such value in excess of $100 million.

Pursuant to a subadvisory agreement between PVA and Janus Capital
Corporation ("Janus"), Janus is the subadvisor and furnishes portfolio
management services, including effecting the purchase and sales of
securities and providing related advisory services, to the Janus Core
Equity, Janus Flexible Income and Janus Growth. For the services provided,
PVA pays a monthly fee to Janus based on an annual percentage of the average
daily net assets of each of these Series (calculated separately, not in the
aggregate) of 0.55% up to $100 million, 0.50% of such value between $100
million and $500 million and 0.45% on such value in excess of $500 million.

Pursuant to a subadvisory agreement between PVA and Massachusetts Financial
Services Company, Inc., doing business as MFS Investment Management ("MFS"),
MFS is the subadvisor and furnishes portfolio management services to the MFS
Investors Growth Stock, MFS Investors Trust, and MFS Value. For the services
provided, PVA pays a monthly fee to MFS based on an annual percentage of the
combined average daily net assets of all three of these Series of 0.375% up
to $500 million, 0.35% on such value between $500 million and $900 million,
0.325% on such value between $900 million and $1.5 billion and 0.25% on such
value in excess of $1.5 billion.

183

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001

Pursuant to a subadvisory agreement between PVA and Morgan Stanley Asset
Management ("MSAM"), MSAM is the subadvisor and furnishes portfolio
management services, including effecting the purchase and sales of
securities and providing related advisory services, to the Morgan Stanley
Focus Equity. For the services provided, PVA pays a monthly fee to MSAM
based on an annual percentage of the average daily net assets of this Series
of 0.55% up to $150 million, 0.45% on such value between $150 million and
$300 million and 0.40% on such value in excess of $300 million.

PAIA has engaged PIC as a subadvisor to the Aberdeen New Asia to implement
domestic cash management for this series. Aberdeen Fund Managers, Inc.
provides all other day-to-day investment operations for this Series
including international portfolio management. For providing research and
other domestic advisory services to the series, PAIA pays a monthly fee to
PIC based on an annual percentage of 0.30% of the average daily net assets
of this Series.

Pursuant to a subadvisory agreement between the Fund, PIC and Seneca Capital
Management, LLC ("Seneca") with respect to the Seneca Mid-Cap Growth, and
pursuant to a subadvisory agreement between PIC and Seneca with respect to
the Seneca Strategic Theme, Seneca is the subadvisor and furnishes portfolio
management services, including effecting the purchase and sales of
securities and providing related advisory services, to the Seneca Mid-Cap
Growth and Seneca Strategic Theme. For the services provided, PIC pays a
monthly fee to Seneca for the Seneca Mid-Cap Growth based on an annual
percentage of the average daily net assets of 0.40%; and for the Seneca
Strategic Theme based on an annual percentage of the average daily net
assets of 0.10% up to $201 million, 0.375% of such value between $202
million and $1 billion, 0.35% of such value between $1 billion and $2
billion and 0.325% on such value in excess of $2 billion.

The advisors have agreed to reimburse the Fund for certain operating
expenses (excluding management fees, interest, taxes, brokerage fees and
commissions) for all series. For the year ended December 31, 2001, the
portion of these expenses to be paid by each series is listed in the
following table. All expense reimbursement arrangements may be discontinued
at any time.

MAXIMUM OPERATING MAXIMUM OPERATING
EXPENSE THROUGH EXPENSE EFFECTIVE
SERIES 12/31/01 1/1/02
------ ----------------- -----------------

Aberdeen International ................................................... 0.40% 0.40%
Aberdeen New Asia ........................................................ 0.25 0.30
AIM Mid-Cap Equity ....................................................... 0.20 0.20
Alliance/Bernstein Growth + Value ........................................ 0.20 0.20
Deutsche Dow 30 .......................................................... 0.15 0.20
Deutsche Nasdaq-100 Index(R) ............................................. 0.15 0.20
Duff & Phelps Real Estate Securities ..................................... 0.25 0.30
Engemann Capital Growth .................................................. 0.15 0.20
Engemann Nifty Fifty ..................................................... 0.15 0.20
Engemann Small & Mid-Cap Growth .......................................... 0.25 0.30
Federated U.S Government Bond ............................................ 0.25* 0.25
Goodwin Money Market ..................................................... 0.15 0.20
Goodwin Multi-Sector Fixed Income ........................................ 0.15 0.20
Hollister Value Equity ................................................... 0.15 0.20
J.P. Morgan Research Enhanced Index ...................................... 0.10 0.15
Janus Core Equity ........................................................ 0.15 0.20
Janus Flexible Income .................................................... 0.15 0.20
Janus Growth ............................................................. 0.15 0.20
MFS Investors Growth Stock ............................................... 0.20 0.20
MFS Investors Trust ...................................................... 0.20 0.20
MFS Value ................................................................ 0.20 0.20
Morgan Stanley Focus Equity .............................................. 0.15 0.20
Oakhurst Balanced ........................................................ 0.15 0.20
Oakhurst Growth & Income ................................................. 0.15 0.20
Oakhurst Strategic Allocation ............................................ 0.15 0.20
Sanford Bernstein Global Value ........................................... 0.15 0.20
Sanford Bernstein Mid-Cap Value .......................................... 0.15 0.20
Sanford Bernstein Small-Cap Value ........................................ 0.15 0.20
Seneca Mid-Cap Growth .................................................... 0.25 0.30
Seneca Strategic Theme ................................................... 0.25 0.30
<FN>
*Prior to May 1, 2001, this rate was 0.15%.
</FN>

As Financial Agent to the Fund and to each Series, Phoenix Equity Planning
Corporation ("PEPCO"), an indirect majority-owned subsidiary of Phoenix,
receives a financial agent fee equal to the sum of (1) the documented cost
of fund accounting and related services provided by PFPC, Inc. (subagent to
PEPCO), plus (2) the documented cost to PEPCO to provide financial
reporting, tax services and oversight of subagent's performance. For the
year ended December 31, 2001, financial agent fees were $2,819,775 of which
PEPCO received $930,968. The current fee schedule of PFPC, Inc. ranges from
0.085% to 0.0125% of the average daily net asset values of the Fund. Certain
minimum fees and fee waivers may apply.

For the year ended December 31, 2001, the Fund paid PXP Securities Corp., a
wholly owned subsidiary of Phoenix, brokerage commissions of $167,394 in
connection with portfolio transactions effected by it.

184

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001

At December 31, 2001, Phoenix and affiliates held shares in The Phoenix Edge
Series Fund which had the following aggregate value:

AIM Mid-Cap Equity ............................................ $3,189,675
Alliance/Bernstein Growth + Value ............................. 2,669,973
Deutsche Dow 30 ............................................... 4,436,095
Deutsche Nasdaq-100 Index(R) .................................. 2,078,790
Engemann Small & Mid-Cap Growth ............................... 2,442,856
Federated U.S. Government Bond ................................ 5,988,880
Janus Core Equity ............................................. 701,225
Janus Flexible Income ......................................... 5,563,875
MFS Investors Growth Stock .................................... 3,199,854
MFS Investors Trust ........................................... 3,120,675
MFS Value ..................................................... 3,164,970
Morgan Stanley Focus Equity ................................... 3,820,385
Sanford Bernstein Global Value ................................ 6,710,935
Sanford Bernstein Mid-Cap Value ............................... 2,179,092
Sanford Bernstein Small-Cap Value ............................. 2,430,278

NOTE 4--PURCHASES AND SALES OF SECURITIES
Purchases and sales of securities during the year ended December 31, 2001,
(excluding U.S. Government securities, short-term securities, options
written and forward currency contracts) aggregated to the following:

PURCHASES SALES
------------ ------------
Aberdeen International ........................ $137,128,949 $147,161,220
Aberdeen New Asia ............................. 5,677,280 5,926,749
AIM Mid-Cap Equity ............................ 3,169,676 327,409
Alliance/Bernstein Growth + Value ............. 3,415,313 25,256
Deutsche Dow 30 ............................... 15,670,478 7,030,146
Deutsche Nasdaq-100 Index(R) .................. 12,625,659 6,150,605
Duff & Phelps Real Estate Securities .......... 20,056,502 12,870,145
Engemann Capital Growth ....................... 647,382,008 749,765,286
Engemann Nifty Fifty .......................... 29,267,240 31,015,804
Engemann Small & Mid-Cap Growth ............... 12,362,629 2,934,641
Goodwin Multi-Sector Fixed Income ............. 203,352,129 191,362,512
Hollister Value Equity ........................ 208,306,680 155,449,593
J.P. Morgan Research Enhanced Index ........... 47,756,939 42,536,573
Janus Core Equity ............................. 25,070,816 15,765,790
Janus Flexible Income ......................... 33,739,629 26,682,053
Janus Growth .................................. 43,112,997 22,771,409
MFS Investors Growth Stock .................... 4,666,309 1,121,222
MFS Investors Trust ........................... 3,259,886 128,012
MFS Value ..................................... 4,686,763 314,823
Morgan Stanley Focus Equity ................... 11,359,900 8,686,727
Oakhurst Balanced ............................. 81,658,543 94,884,487
Oakhurst Growth and Income .................... 45,660,578 32,170,911
Oakhurst Strategic Allocation ................. 117,739,505 133,952,649
Sanford Bernstein Global Value ................ 4,000,580 1,856,072
Sanford Bernstein Mid-Cap Value ............... 34,611,438 7,897,377
Sanford Bernstein Small Cap Value ............. 14,133,393 1,539,000
Seneca Mid-Cap Growth ......................... 109,735,782 89,545,892
Seneca Strategic Theme ........................ 257,921,225 249,614,461

There were no purchases or sales of such securities in the Phoenix-Federated
U.S. Government Bond Series or the Phoenix-Goodwin Money Market Series.

Purchases and sales of long-term U.S. Government securities during the year
ended December 31, 2001, aggregated the following:

PURCHASES SALES
------------ ------------
Engemann Capital Growth ....................... $ 7,595,721 $ 5,000,000
Federated U.S. Government Bond ................ 11,542,481 7,643,352
Goodwin Multi-Sector Fixed Income ............. 108,583,592 111,423,358
J.P. Morgan Research Enhanced Index ........... 180,053 --
Janus Core Equity ............................. 646,294 412,680
Janus Flexible Income ......................... 36,587,798 29,746,419
Oakhurst Balanced ............................. 28,189,911 27,092,819
Oakhurst Strategic Allocation ................. 47,017,178 51,523,588

185

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001

NOTE 5--FUTURES CONTRACTS

At December 31, 2001, the following Series had entered into futures
contracts as follows:

VALUE OF NET
NUMBER CONTRACTS MARKET UNREALIZED
EXPIRATION OF WHEN VALUE OF APPRECIATION
DATE CONTRACTS OPENED CONTRACTS (DEPRECIATION)
---------- --------- --------- ---------- --------------

Deutsche Dow 30
Dow Jones Industrial Average Index .................... March '02 9 $ 897,020 $ 897,120 $ 100

Deutsche Nasdaq-100 Index(R)
Nasdaq-100 Index ...................................... March '02 7 224,890 221,690 (3,200)

J.P. Morgan Research Enhanced Index
Standard and Poor's 500 Index ......................... March '02 5 1,433,700 1,436,500 2,800

NOTE 6--FORWARD CURRENCY CONTRACTS
As of December 31, 2001, Phoenix-Sanford Bernstein Global Value Series had
entered into the following forward currency contract which contractually
obligate the Series to deliver currencies at specified dates:

NET
UNREALIZED
SETTLEMENT APPRECIATION
CONTRACTS TO DELIVER IN EXCHANGE FOR DATE VALUE (DEPRECIATION)
-------------------- --------------- ---------- -------- --------------

Sanford Bernstein Global Value
JPY (12,000,000) ................................................... US$ (98,385) 3/20/02 $(92,065) $6,320
HKD (100,000) ....................................................... US$ (12,821) 3/20/02 (12,819) 2
------
$6,322
------
<FN>
JPY = Japanese Yen HKD = Hong Kong Dollar
US $ = U.S. Dollar
</FN>

NOTE 7--CREDIT RISK AND CONCENTRATIONS
In countries with limited or developing markets, investments may present
greater risks than in more developed markets and the prices of such
investments may be volatile. The consequences of political, social or
economic changes in these markets may have disruptive effects on the market
prices of these investments and the income they generate, as well as a
Fund's ability to repatriate such amounts.

High yield-high risk securities typically entail greater price volatility
and principal and interest rate risk. There is a greater chance that an
issuer will not be able to make principal and interest payments on time.
Analysis of the creditworthiness of issuers of high yield securities may be
complex, and as a result, it may be more difficult for the subadviser to
accurately predict risk.

Certain Series invest a high percentage of their assets in specific sectors
of the market in their pursuit of a greater investment return. Fluctuations
in these sectors of concentration may have a greater impact to the Series,
positive or negative, than if the Series did not concentrate its investments
in such sectors.

NOTE 8--FEDERAL INCOME TAX INFORMATION
The following Series have capital loss carryovers which may be used to
offset future capital gains.

EXPIRATION YEAR
----------------------------------------------------------------
2006 2007 2008 2009 TOTAL
---------- ------------ ---------- ------------ -------------

Aberdeen International .................................. $ -- $ -- $ -- $ 25,954,026 $ 25,954,026
Aberdeen New Asia ....................................... 1,280,431 -- -- 295,786 1,576,217
Deutsche Nasdaq-100 Index(R) ............................ -- -- 35,822 1,090,517 1,126,339
Engemann Capital Growth ................................. -- -- -- 281,539,240 281,539,240
Engemann Nifty Fifty .................................... 30,157 590,466 5,141,805 11,718,126 17,480,554
Engemann Small & Mid-Cap Growth ......................... -- -- 302,334 1,838,456 2,140,790
Duff & Phelps Real Estate Securities .................... -- 20,308 815,184 -- 835,492
Goodwin Multi-Sector Fixed Income ....................... 566,989 15,256,521 6,659,630 4,980,791 27,463,931
Hollister Value Equity .................................. -- -- -- 5,410,594 5,410,594
J.P. Morgan Research Enhanced Index ..................... -- -- -- 5,915,199 5,915,199
Janus Core Equity ....................................... -- -- 394,837 3,269,308 3,664,145
Janus Growth ............................................ -- -- 1,736,897 15,462,439 17,199,336
Morgan Stanley Focus Equity ............................. -- -- 179,842 1,190,743 1,370,585
Oakhurst Balanced ....................................... -- -- -- 3,945,882 3,945,882
Oakhurst Growth and Income .............................. -- -- -- 3,195,522 3,195,522
Oakhurst Strategic Allocation ........................... -- -- -- 6,255,397 6,255,397
Seneca Mid Growth ....................................... -- -- -- 21,438,903 21,438,903
Seneca Strategic Theme .................................. -- -- -- 74,025,180 74,025,180

186

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001

The following Series utilized losses deferred in prior years against 2001
capital gains as follows:

Duff & Phelps Real Estate Securities ........................... $2,031,163
Goodwin Money Market ........................................... 2,831
Janus Flexible Income .......................................... 73,339
Sanford Bernstein Mid-Cap Value ................................ 1,105,896

Under current tax law, capital and foreign currency losses realized after
October 31 may be deferred and treated as occurring on the first day of the
following tax year. For the year ended December 31, 2001, the following
Series deferred post-October losses as follows:

Aberdeen International ....................................... $ 5,911,700
Aberdeen New Asia ............................................ 648,989
Alliance/Bernstein Growth + Value ............................ 943
Deutsche Nasdaq-100 Index(R) ................................. 337,458
Engemann Nifty Fifty ......................................... 2,087,981
Engemann Small & Mid-Cap Growth .............................. 323,132
Federated U.S. Government Bond ............................... 4,038
Goodwin Multi-Sector Fixed Income ............................ 1,180,328
Hollister Value Equity ....................................... 825,372
J.P. Morgan Research Enhanced Index .......................... 1,074,127
Janus Core Equity ............................................ 125,426
Janus Flexible Income ........................................ 34,358
Janus Growth ................................................. 4,246,969
Morgan Stanley Focus Equity .................................. 99,469
Oakhurst Growth and Income ................................... 372,766
Sanford Bernstein Global Value ............................... 5,605
Seneca Mid-Cap Growth ........................................ 758,208
Seneca Strategic Theme ....................................... 2,450,131

For the year ended December 31, 2001, prior year post-October capital and
currency losses deferred were utilized as follows:

Aberdeen International ....................................... $ 105,644
Aberdeen New Asia ............................................ 3,375
Deutsche Nasdaq-100 Index(R) ................................. 111,861
Engemann Capital Growth ...................................... 47,570,113
Engemann Nifty Fifty ......................................... 222,891
Engemann Small & Mid-Cap Growth .............................. 156,457
Goodwin Multi-Sector Fixed Income ............................ 9,649
Hollister Value Equity ....................................... 16,146
J.P. Morgan Research Enhanced Index .......................... 139,552
Janus Core Equity ............................................ 331,764
Janus Flexible Income ........................................ 113,944
Morgan Stanley Focus Equity .................................. 79,248
Oakhurst Balanced ............................................ 2,362,503
Oakhurst Growth and Income ................................... 242,627
Oakhurst Strategic Allocation ................................ 3,779,822
Sanford Bernstein Global Value ............................... 10,069
Sanford Bernstein Mid-Cap Value .............................. 7,332
Sanford Bernstein Small-Cap Value ............................ 2,290
Seneca Mid-Cap Growth ........................................ 2,603,886
Seneca Strategic Theme ....................................... 5,537,472

As of December 31, 2001, the components of distributable earnings on a tax
basis (excluding unrealized appreciation (depreciation), which are disclosed
in the respective schedule of investments) were as follows:

UNDISTRIBUTED UNDISTRIBUTED
ORDINARY LONG-TERM
INCOME CAPITAL GAINS
------------- -------------

Aberdeen International ...................................... $ 458,964 $ --
Aberdeen New Asia ........................................... 124,014 --
AIM Mid-Cap Equity .......................................... 6,409 --
Alliance/Bernstein Growth + Value ........................... -- --
Deutsche Dow 30 ............................................. 28,104 21,851
Deutsche Nasdaq-100 Index(R) ................................ -- --
Duff & Phelps Real Estate Securities ........................ 181,071 --
Engemann Capital Growth ..................................... -- --
Engemann Nifty Fifty ........................................ -- --
Engemann Small & Mid-Cap Growth ............................. -- --
Federated U.S. Government Bond .............................. 23,754 --
Goodwin Money Market ........................................ -- --
Goodwin Multi-Sector Fixed Income ........................... 1,325,991 --
Hollister Value Equity ...................................... 136,855 --
J.P. Morgan Research Enhanced Index ......................... 103,661 --
Janus Core Equity ........................................... -- --

187

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001

UNDISTRIBUTED UNDISTRIBUTED
ORDINARY LONG-TERM
INCOME CAPITAL GAINS
------------- -------------

Janus Flexible Income ....................................... $ 16,381 $ --
Janus Growth ................................................ -- --
MFS Investors Growth Stock .................................. 610 --
MFS Investors Trust ......................................... 9,331 --
MFS Value ................................................... 10,444 144
Morgan Stanley Focus Equity ................................. -- --
Oakhurst Balanced ........................................... 535,974 --
Oakhurst Growth and Income .................................. 172,435 --
Oakhurst Strategic Allocation ............................... 806,279 --
Sanford Bernstein Global Value .............................. 2,049 --
Sanford Bernstein Mid-Cap Value ............................. 179,739 192,665
Sanford Bernstein Small-Cap Value ........................... 19,236 6,036
Seneca Mid-Cap Growth ....................................... -- --
Seneca Strategic Theme ...................................... -- --

The differences between the book basis and tax basis components of
distributable earnings relate principally to the timing of recognition of
income and gains for federal income tax purposes. Short-term gain
distributions reported in the statement of changes in net assets are
reported as ordinary income for federal tax purposes.

NOTE 9--RECLASSIFICATION OF CAPITAL ACCOUNTS
For financial reporting purposes, book basis capital accounts are adjusted
to reflect the tax character of permanent book/tax differences. For the year
ended December 31, 2001, the Series recorded the following permanent
reclassifications which arose primarily from nondeductible current net
operating losses, treatment of foreign currency transactions, non-taxable
dividends, premium amortization and investments in passive foreign
investment companies. The reclassifications have no impact on the net assets
or net asset value of the Series. The following Series recorded
reclassifications to increase (decrease) the accounts listed below:

UNDISTRIBUTED ACCUMULATED CAPITAL PAID IN
NET INVESTMENT NET REALIZED ON SHARES OF
SERIES INCOME (LOSS) GAIN (LOSS) BENEFICIAL INTEREST
------ -------------- ------------ -------------------

Aberdeen International ......................................... $(205,030) $ 205,030 $ --
Aberdeen New Asia .............................................. 14,814 (14,814) --
Alliance/Bernstein Growth + Value .............................. 60 -- (60)
Deutsche Nasdaq-100 Index(R) ................................... 28,138 -- (28,138)
Duff & Phelps Real Estate Securities ........................... (7,029) 7,029 --
Engemann Capital Growth ........................................ 32,052 (877) (31,175)
Engemann Nifty Fifty ........................................... 237,765 -- (237,765)
Engemann Small & Mid-Cap Growth ................................ 57,377 -- (57,377)
Federated U.S. Government Bond ................................. 32,567 (13,455) (19,112)
Goodwin Money Market ........................................... (898) 898 --
Goodwin Multi-Sector Fixed Income .............................. 445,267 (439,963) (5,304)
Hollister Value Equity ......................................... (11,283) 9,770 1,513
Janus Core Equity .............................................. 22,930 408 (23,338)
Janus Flexible Income .......................................... 351 2,556 (2,907)
Janus Growth ................................................... 176,323 -- (176,323)
MFS Investors Growth Stock ..................................... 178 (178) --
MFS Investors Trust ............................................ 633 (633) --
MFS Value ...................................................... (220) 220 --
Morgan Stanley Focus Equity .................................... 17,294 -- (17,294)
Oakhurst Balanced .............................................. 30,244 (4,863) (25,381)
Oakhurst Growth and Income ..................................... -- (479) 479
Oakhurst Strategic Allocation .................................. 45,563 (12,509) (33,054)
Sanford Bernstein Global Value ................................. (3,471) 3,471 --
Sanford Bernstein Mid-Cap Value ................................ (33,664) 25,843 7,821
Sanford Bernstein Small Cap Value .............................. (8,253) 6,449 1,804
Seneca Mid-Cap Growth .......................................... 357,510 (57,742) (299,768)
Seneca Strategic Theme ......................................... 490,864 1,317 (492,181)

188

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001

NOTE 10--SUBSEQUENT EVENT
On November 13, 2001, The Board of Trustees of The Fund approved a Plan of
Reorganization to merge three Series of the Fund into other existing series
of the Fund. Each discontinued Series will be merged into a corresponding
surviving series as follows:

DISCONTINUED SERIES SURVIVING SERIES
------------------- ----------------
Engemann Nifty Fifty Engemann Capital Growth
Janus Core Equity Janus Growth
Oakhurst Balanced Oakhurst Strategic Allocation

If the shareholders approve the Plan of Reorganization each discontinued
Series will transfer all or substantially all of its assets and its
liabilities to the corresponding surviving Series. In exchange, shareholders
of the discontinued Series will receive a proportional number of shares in
the surviving Series. The shareholders of each discontinued Series must
approve the Plan of Reorganization before any transaction can take place.
The next meeting of the Fund's shareholders will be held in the Spring of
2002, at which time, these matters will be submitted for a shareholder vote.

The Board of Trustees of the Fund voted at their August 28, 2001 meeting
that shares of the Phoenix-Federated U.S. Government Bond Series will no
longer be available for sale except to contract/policy holders who already
had account value allocated to the subaccounts investing in the Series as of
February 16, 2001.

On September 18, 2001, The Board of Trustees of the Fund approved the
submission of an application for an Order of Approval with the Securities
and Exchange Commission to substitute shares of an outside managed fund for
shares of the Phoenix-Federated U.S. Government Bond Series. Upon approval
of the application and the subsequent transaction, the Phoenix-Federated
U.S. Government Bond Series will be closed.

- --------------------------------------------------------------------------------
TAX INFORMATION NOTICE (UNAUDITED)

For the fiscal year ended December 31, 2001, the following Series designated
long-term capital gain dividends as follows:

Aberdeen International ................................... $ 3,087,474
Deutsche Dow 30 .......................................... 137,185
Engemann Capital Growth .................................. 24,334,683
Federated U.S. Government Bond ........................... 314,062
J.P. Morgan Research Enhanced Index ...................... 676,397
Janus Flexible Income .................................... 69,856
MFS Investors Trust ...................................... 5,103
MFS Value ................................................ 144
Oakhurst Balanced ........................................ 1,521,676
Oakhurst Growth and Income ............................... 265,629
Oakhurst Strategic Allocation ............................ 4,043,514
Sanford Bernstein Mid-Cap Value .......................... 397,320
Sanford Bernstein Small Cap Value ........................ 6,036
- --------------------------------------------------------------------------------

This report is not authorized for distribution to prospective investors in
The Phoenix Edge Series Fund unless preceded or accompanied by any effective
Prospectus which includes information concerning the sales charges, Fund's
record and other pertinent information.

189

REPORT OF INDEPENDENT ACCOUNTANTS

(LOGO)]
PRICEWATERHOUSECOOPERS
[GRAPHIC OMITTED]

TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF
THE PHOENIX EDGE SERIES FUND

In our opinion, the accompanying statements of assets and liabilities,
including the schedules of investments, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of each of the 30 series constituting
The Phoenix Edge Series Fund (hereafter referred to as the "Fund") at December
31, 2001, the results of each of their operations, the changes in each of their
net assets and the financial highlights for the periods indicated, in conformity
with accounting principles generally accepted in the United States of America.
These financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at December 31, 2001 by correspondence with the
custodians and brokers, provide a reasonable basis for our opinion.

/S/ PRICEWATERHOUSECOOPERS, LLP

Boston, Massachusetts
February 8, 2002

THE PHOENIX EDGE SERIES FUND
RESULTS OF SHAREHOLDER MEETING
(UNAUDITED)

A special meeting of Shareholders of The Phoenix Edge Series Fund was held on
October 29, 2001 to approve the following matters:

1. To approve amendments to the fundamental investment restrictions of each
Series and conforming changes to the Declaration of Trust as detailed
below (items 1A -- 1M).

2. To approve an amendment to the Fund's Declaration of Trust that would
remove the provisions regarding fundamental investment restrictions from
the Declaration of Trust.

3. To approve the Fund's reliance on "manager of managers" relief under
which the Fund's investment advisors, subject to the approval of the
Board of Trustees, may, among other things, appoint, replace or terminate
subadvisors recommended by each Series' investment advisor or enter into
or materially amend existing subadvisory agreements without shareholder
approval.

4. To approve the amendment of the investment objective of the Phoenix-Janus
Core Equity Series (formerly Phoenix-Janus Equity Income Series) to
eliminate the income component of the investment objective.

On the record date of August 31, 2001, the shares outstanding and percentage of
the shares outstanding and entitled to vote that were present by proxy were as
follows:

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SERIES SHARES OUTSTANDING PERCENTAGE PRESENT BY PROXY
- ------------------------------------------------------------------------------------------------------------------------------------

Aberdeen International 103,371,500.9868 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Aberdeen New Asia 15,177,103.1648 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Dow 30 17,942,663.7769 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Nasdaq-100 Index(R) 14,272,788.1118 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Duff & Phelps Real Estate 20,281,813.2845 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Capital Growth 315,000,072.8369 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Nifty Fifty 53,515,406.2928 100%
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Engemann Small & Mid-Cap Growth 13,875,131.9466 100%
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Federated U.S. Government Bond 10,212,160.4715 100%
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Goodwin Money Market 118,705,935.0011 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Multi-Sector Fixed Income 73,681,221.1642 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Hollister Value Equity 44,601,760.7357 100%
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. Morgan Research Enhanced Index 76,836,790.1507 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Equity Income 17,392,859.0384 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Flexible Income 13,836,894.5159 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Growth 70,629,534.8323 100%
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Morgan Stanley Focus Equity 9,099,392.6817 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Balanced 117,414,655.4480 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Growth and Income 89,651,903.4884 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Strategic Allocation 106,766,567.5896 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Global Value 7,976,128.6377 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Mid-Cap Value 30,992,034.7472 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Small Cap Value 8,698,291.2396 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Mid-Cap Growth 41,728,815.1279 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Strategic Theme 87,744,343.9470 100%
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NUMBER OF VOTES

1A. Approve amendments to the fundamental investment restrictions of each Series
and conforming changes to the Declaration of Trust as follows:

A Series may not, with respect to 75% of its total assets, purchase securities
of an issuer (other than the U.S. Government, its agencies, instrumentalities or
authorities or repurchase agreements collateralized by U.S. Government
securities and other investment companies), if: (a) such purchase would, at the
time, cause more than 5% of the Series' total assets, taken at market value, to
be invested in the securities of such issuer; or (b) such purchase would, at the
time, result in more than 10% of the outstanding voting securities of such
issuer being held by the Series.

191

THE PHOENIX EDGE SERIES FUND
RESULTS OF SHAREHOLDER MEETING (CONTINUED)
(UNAUDITED)

This restriction does not apply to the Deutsche Dow 30, Deutsche Nasdaq-100
Index(R), Duff & Phelps Real Estate Securities or Morgan Stanley Focus Equity.

- ------------------------------------------------------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
- ------------------------------------------------------------------------------------------------------------------------------------

Aberdeen International 96,495,152 1,748,095 5,128,255
- ------------------------------------------------------------------------------------------------------------------------------------
Aberdeen New Asia 14,537,220 176,011 463,872
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Dow 30 17,140,729 194,529 607,405
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Nasdaq-100 Index(R) 12,467,719 614,157 1,190,912
- ------------------------------------------------------------------------------------------------------------------------------------
Duff & Phelps Real Estate 18,509,250 355,076 1,417,487
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Capital Growth 287,102,734 11,018,747 16,878,592
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Nifty Fifty 48,515,562 1,909,418 3,090,425
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Small & Mid-Cap Growth 12,096,560 79,423 1,699,149
- ------------------------------------------------------------------------------------------------------------------------------------
Federated U.S. Government Bond 9,118,980 303,113 790,067
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Money Market 109,250,460 2,799,681 6,655,794
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Multi-Sector Fixed Income 66,644,643 1,935,761 5,100,817
- ------------------------------------------------------------------------------------------------------------------------------------
Hollister Value Equity 40,438,515 1,159,032 3,004,213
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. Morgan Research Enhanced Index 69,266,201 3,179,923 4,390,667
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Equity Income 14,575,333 1,289,717 1,527,809
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Flexible Income 12,395,888 248,650 1,192,357
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Janus Growth 60,640,821 3,739,034 6,249,680
- ------------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Focus Equity 8,544,059 0 555,334
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Balanced 106,235,661 2,885,781 8,293,214
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Growth and Income 81,593,089 3,199,464 4,859,350
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Strategic Allocation 99,274,964 2,951,098 4,540,506
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Global Value 7,638,960 239,139 98,030
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Mid-Cap Value 27,693,061 953,265 2,345,708
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Small Cap Value 8,109,831 140,527 447,933
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Mid-Cap Growth 37,980,575 850,140 2,898,101
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Strategic Theme 81,552,646 2,452,758 3,738,940
- ------------------------------------------------------------------------------------------------------------------------------------

1B. Approve amendments to the fundamental investment restrictions of each Series
and conforming changes to the Declaration of Trust as follows:

A Series may not purchase securities in a given industry if, after giving effect
to the purchase, more than 25% of its total assets would be invested in the
securities of one or more issuers conducting business activities in the same
industry (excluding the U.S. Government or its agencies or instrumentalities).

This restriction does not apply to the Duff & Phelps Real Estate Securities,
Deutsche Dow 30, Deutsche Nasdaq-100 Index(R) or Morgan Stanley Focus Equity.

In addition, the Goodwin Money Market and Oakhurst Strategic Allocation may
invest more than 25% of their assets in the banking industry.

Aberdeen International 96,557,765 1,544,163 5,269,573
- ------------------------------------------------------------------------------------------------------------------------------------
Aberdeen New Asia 14,550,012 163,219 463,872
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Dow 30 17,140,729 194,529 607,405
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Nasdaq-100 Index(R) 12,303,730 721,388 1,247,671
- ------------------------------------------------------------------------------------------------------------------------------------
Duff & Phelps Real Estate 18,509,250 355,076 1,417,487
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Capital Growth 286,950,338 11,095,582 16,954,153
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192

THE PHOENIX EDGE SERIES FUND
RESULTS OF SHAREHOLDER MEETING (CONTINUED)
(UNAUDITED)

Engemann Nifty Fifty 48,502,933 1,910,432 3,102,041
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Small & Mid-Cap Growth 12,096,560 79,423 1,699,149
- ------------------------------------------------------------------------------------------------------------------------------------
Federated U.S. Government Bond 9,163,271 258,823 790,067
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Money Market 109,174,866 2,638,872 6,892,197
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Multi-Sector Fixed Income 66,663,698 1,843,765 5,173,758
- ------------------------------------------------------------------------------------------------------------------------------------
Hollister Value Equity 40,480,536 1,073,341 3,047,883
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. Morgan Research Enhanced Index 69,817,920 2,628,204 4,390,667
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Equity Income 14,606,776 1,256,611 1,529,473
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Flexible Income 12,471,116 201,720 1,164,058
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Growth 60,701,325 3,712,121 6,216,088
- ------------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Focus Equity 8,544,059 0 555,334
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Balanced 105,999,466 2,872,720 8,542,470
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Growth and Income 81,806,991 2,938,726 4,906,186
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Strategic Allocation 99,492,083 2,733,979 4,540,506
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Global Value 7,638,960 239,139 98,030
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Mid-Cap Value 27,308,322 1,338,005 2,345,708
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Small Cap Value 8,011,056 239,302 447,933
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Mid-Cap Growth 38,039,185 790,747 2,898,883
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Strategic Theme 81,745,088 2,239,778 3,759,478
- ------------------------------------------------------------------------------------------------------------------------------------

1C. Approve amendments to the fundamental investment restrictions of each Series
and conforming changes to the Declaration of Trust as follows:

A Series may not issue senior securities in contravention of the 1940 Act.
Activities permitted by SEC exemptive orders or staff interpretations shall not
be deemed prohibited by this restriction

Aberdeen International 96,301,351 1,850,344 5,219,806
- ------------------------------------------------------------------------------------------------------------------------------------
Aberdeen New Asia 14,533,321 179,417 464,365
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Dow 30 17,140,729 194,529 607,405
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Nasdaq-100 Index(R) 12,326,453 698,664 1,247,671
- ------------------------------------------------------------------------------------------------------------------------------------
Duff & Phelps Real Estate 18,509,250 355,076 1,417,487
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Capital Growth 284,399,726 13,191,609 17,408,738
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Nifty Fifty 48,095,838 2,277,640 3,141,928
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Small & Mid-Cap Growth 12,096,560 79,423 1,699,149
- ------------------------------------------------------------------------------------------------------------------------------------
Federated U.S. Government Bond 9,036,978 385,115 790,067
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Money Market 107,262,157 4,550,337 6,893,441
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Multi-Sector Fixed Income 65,971,206 2,536,257 5,173,758
- ------------------------------------------------------------------------------------------------------------------------------------
Hollister Value Equity 40,062,760 1,487,940 3,051,060
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. Morgan Research Enhanced Index 68,916,902 3,529,221 4,390,667
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Equity Income 13,984,495 1,880,555 1,527,809
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Flexible Income 12,395,888 248,650 1,192,357
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Growth 60,188,798 4,202,597 6,238,140
- ------------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Focus Equity 8,544,059 0 555,334
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193

THE PHOENIX EDGE SERIES FUND
RESULTS OF SHAREHOLDER MEETING (CONTINUED)
(UNAUDITED)

Oakhurst Balanced 105,545,626 3,550,816 8,318,214
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Growth and Income 81,102,215 3,643,502 4,906,186
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Strategic Allocation 99,264,417 2,961,644 4,540,506
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Global Value 7,444,079 434,020 98,030
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Mid-Cap Value 27,659,035 987,292 2,345,708
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Small Cap Value 8,101,235 149,124 447,933
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Mid-Cap Growth 37,494,440 1,335,492 2,898,883
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Strategic Theme 81,024,339 2,960,528 3,759,478
- ------------------------------------------------------------------------------------------------------------------------------------

1D. Approve amendments to the fundamental investment restrictions of each Series
and conforming changes to the Declaration of Trust as follows:

A Series may not borrow money, except (i) in amounts not to exceed one third of
the value of the Series' total assets (including the amount borrowed) from
banks, and (ii) up to an additional 5% of its total assets from banks or other
lenders for temporary purposes. For purposes of this restriction, (a) investment
techniques such as margin purchases, short sales, forward commitments, and roll
transactions, (b) investments in instruments such as futures contracts, swaps,
and options, and (c) short-term credits extended in connection with trade
clearances and settlement shall not constitute borrowing.

Aberdeen International 95,826,303 2,284,166 5,261,031
- ------------------------------------------------------------------------------------------------------------------------------------
Aberdeen New Asia 14,475,697 203,884 497,523
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Dow 30 17,140,729 194,529 607,405
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Nasdaq-100 Index(R) 12,252,397 829,479 1,190,912
- ------------------------------------------------------------------------------------------------------------------------------------
Duff & Phelps Real Estate 18,330,194 448,664 1,502,955
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Capital Growth 282,583,501 15,473,876 16,942,696
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Nifty Fifty 47,791,833 2,609,127 3,114,447
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Small & Mid-Cap Growth 12,096,560 79,423 1,699,149
- ------------------------------------------------------------------------------------------------------------------------------------
Federated U.S. Government Bond 9,058,914 338,950 814,297
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Money Market 103,712,715 8,338,669 6,654,551
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Multi-Sector Fixed Income 65,794,944 2,785,460 5,100,817
- ------------------------------------------------------------------------------------------------------------------------------------
Hollister Value Equity 39,853,784 1,743,763 3,004,213
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. Morgan Research Enhanced Index 56,604,769 12,738,914 4,493,107
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Equity Income 13,850,289 2,015,316 1,527,254
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Flexible Income 124,711,116 173,422 1,192,357
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Growth 59,720,049 4,641,462 6,268,024
- ------------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Focus Equity 8,544,059 0 555,334
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Balanced 104,591,099 4,587,441 8,236,115
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Growth and Income 80,317,971 4,350,938 4,982,994
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Strategic Allocation 98,773,206 3,071,013 4,922,349
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Global Value 7,444,079 434,020 98,030
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Mid-Cap Value 26,709,818 1,936,509 2,345,708
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Small Cap Value 8,101,235 149,124 447,933
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Mid-Cap Growth 36,935,944 1,887,129 2,905,743
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Strategic Theme 80,472,035 3,232,042 4,040,268
- ------------------------------------------------------------------------------------------------------------------------------------

194

THE PHOENIX EDGE SERIES FUND
RESULTS OF SHAREHOLDER MEETING (CONTINUED)
(UNAUDITED)

1E. Approve amendments to the fundamental investment restrictions of each Series
and conforming changes to the Declaration of Trust as follows:

A Series may not underwrite the secuities issued by other persons, except to the
extent that, in connection with the disposition of portfolio securities, a
Series may be deemed to be an underwriter under the applicable law.

Aberdeen International 96,418,213 1,773,233 5,180,055
- ------------------------------------------------------------------------------------------------------------------------------------
Aberdeen New Asia 14,546,606 166,625 463,872
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Dow 30 17,140,729 194,529 607,405
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Nasdaq-100 Index(R) 12,456,230 612,107 1,204,451
- ------------------------------------------------------------------------------------------------------------------------------------
Duff & Phelps Real Estate 18,447,066 417,260 1,417,487
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Capital Growth 285,940,954 11,568,230 17,490,889
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Nifty Fifty 48,366,722 2,013,521 3,135,163
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Small & Mid-Cap Growth 12,096,560 79,423 1,699,149
- ------------------------------------------------------------------------------------------------------------------------------------
Federated U.S. Government Bond 9,083,144 338,950 790,067
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Money Market 107,377,704 4,388,993 6,939,238
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Multi-Sector Fixed Income 66,717,640 1,862,764 5,100,817
- ------------------------------------------------------------------------------------------------------------------------------------
Hollister Value Equity 40,432,285 1,165,263 3,004,213
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. Morgan Research Enhanced Index 69,851,681 2,569,053 4,416,056
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Equity Income 14,292,917 1,558,165 1,541,777
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Flexible Income 12,498,619 145,919 1,192,357
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Growth 60,468,857 3,910,998 6,249,680
- ------------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Focus Equity 8,544,059 0 555,334
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Balanced 106,206,177 2,889,970 8,318,508
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Growth and Income 81,694,070 3,010,006 4,947,828
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Strategic Allocation 99,389,731 2,812,334 4,564,503
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Global Value 7,444,079 434,020 98,030
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Mid-Cap Value 26,878,497 1,325,533 2,788,005
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Small Cap Value 8,101,235 74,955 522,101
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Mid-Cap Growth 38,061,994 768,720 2,898,101
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Strategic Theme 81,688,621 2,207,183 3,848,539
- ------------------------------------------------------------------------------------------------------------------------------------

1F. Approve amendments to the fundamental investment restrictions of each Series
and conforming changes to the Declaration of Trust as follows:

A Series may not purchase or sell real estate, except that a series may (i)
acquire or lease office space for its own use, (ii) invest in securities of
issuers that invest in real estate or interests therein, (iii) invest in
mortgage-related securities and other securities that are secured by real estate
or interests therein, or (iv) hold and sell real estate acquired by the Series
as a result of the ownership of securities.

Aberdeen International 96,509,013 1,679,946 5,182,541
- ------------------------------------------------------------------------------------------------------------------------------------
Aberdeen New Asia 14,552,544 160,686 463,872
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Dow 30 17,140,729 194,529 607,405
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Nasdaq-100 Index(R) 12,279,425 788,912 1,204,451
- ------------------------------------------------------------------------------------------------------------------------------------
Duff & Phelps Real Estate 18,509,250 355,076 1,417,487
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Capital Growth 286,116,889 11,991,473 16,891,711
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Nifty Fifty 48,389,421 2,033,160 3,092,825
- ------------------------------------------------------------------------------------------------------------------------------------

195

THE PHOENIX EDGE SERIES FUND
RESULTS OF SHAREHOLDER MEETING (CONTINUED)
(UNAUDITED)

Engemann Small & Mid-Cap Growth 12,096,560 79,423 1,699,149
- ------------------------------------------------------------------------------------------------------------------------------------
Federated U.S. Government Bond 9,163,271 258,823 790,067
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Money Market 109,003,056 2,767,370 6,935,509
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Multi-Sector Fixed Income 66,708,577 1,871,827 5,100,817
- ------------------------------------------------------------------------------------------------------------------------------------
Hollister Value Equity 40,426,858 1,170,689 3,004,213
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. Morgan Research Enhanced Index 69,084,478 3,361,645 4,390,667
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Equity Income 14,480,723 1,369,807 1,542,329
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Flexible Income 12,471,116 201,720 1,164,058
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Growth 60,659,450 3,754,547 6,215,538
- ------------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Focus Equity 8,544,059 0 555,334
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Balanced 105,257,164 3,879,901 8,277,590
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Growth and Income 81,563,827 3,219,762 4,868,314
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Strategic Allocation 99,381,001 2,845,060 4,540,506
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Global Value 7,638,960 239,139 98,030
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Mid-Cap Value 27,625,212 578,818 2,788,005
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Small Cap Value 8,108,644 67,546 522,101
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Mid-Cap Growth 37,660,897 1,169,817 2,898,101
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Strategic Theme 81,399,342 2,603,585 3,741,417
- ------------------------------------------------------------------------------------------------------------------------------------

1G. Approve amendments to the fundamental investment restrictions of each Series
and conforming changes to the Declaration of Trust as follows:

A Series may not make loans, except that a Series may (i) lend portfolio
securities, (ii) enter into repurchase agreements, (iii) purchase all or a
portion of an issue of debt securities, bank loan participation interests, bank
certificates of deposit, bankers' acceptances, debentures or other securities,
whether or not the purchase is made upon the original issuance of the
securities, and (iv) participate in an interfund lending program with other
registered investment companies.

Aberdeen International 95,908,506 2,279,662 5,183,333
- ------------------------------------------------------------------------------------------------------------------------------------
Aberdeen New Asia 14,457,251 255,488 464,365
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Dow 30 17,140,729 194,529 607,405
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Nasdaq-100 Index(R) 12,379,711 702,165 1,190,912
- ------------------------------------------------------------------------------------------------------------------------------------
Duff & Phelps Real Estate 18,415,662 448,664 1,417,487
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Capital Growth 284,013,696 13,950,931 17,035,446
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Nifty Fifty 48,119,913 2,276,373 3,119,121
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Small & Mid-Cap Growth 12,096,560 79,423 1,699,149
- ------------------------------------------------------------------------------------------------------------------------------------
Federated U.S. Government Bond 9,083,144 338,950 790,067
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Money Market 103,636,633 8,178,313 6,890,989
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Multi-Sector Fixed Income 65,755,294 2,825,110 5,100,817
- ------------------------------------------------------------------------------------------------------------------------------------
Hollister Value Equity 39,936,669 1,660,878 3,004,213
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. Morgan Research Enhanced Index 59,326,726 13,119,397 4,390,667
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Equity Income 13,836,100 2,028,953 1,527,806
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Flexible Income 12,471,116 173,422 1,192,357
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Growth 60,075,356 4,316,039 6,238,140
- ------------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Focus Equity 8,544,059 0 555,334
- ------------------------------------------------------------------------------------------------------------------------------------

196

THE PHOENIX EDGE SERIES FUND
RESULTS OF SHAREHOLDER MEETING (CONTINUED)
(UNAUDITED)

Oakhurst Balanced 105,190,729 3,756,537 8,467,389
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Growth and Income 80,731,916 3,992,006 4,927,982
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Strategic Allocation 98,932,590 3,159,353 4,674,625
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Global Value 7,444,079 434,020 98,030
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Mid-Cap Value 27,249,409 1,396,918 2,345,708
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Small Cap Value 8,100,048 150,310 447,933
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Mid-Cap Growth 36,962,260 1,868,454 2,898,101
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Strategic Theme 81,026,393 2,940,526 3,777,425
- ------------------------------------------------------------------------------------------------------------------------------------

1H. Approve amendments to the fundamental investment restrictions of each Series
and conforming changes to the Declaration of Trust as follows:

A Series may not purchase or sell commodities or commodity contracts, except a
Series may purchase and sell derivatives (including, but not limited to,
options, futures contracts and options on futures contracts) whose value is tied
to the value of a financial index or a financial instrument or other asset
(including, but not limited to, securities indices, interest rates, securities,
currencies and physical commodities).

Aberdeen International 96,251,456 1,833,220 5,286,825
- ------------------------------------------------------------------------------------------------------------------------------------
Aberdeen New Asia 14,502,917 210,314 463,872
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Dow 30 17,140,729 194,529 607,405
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Nasdaq-100 Index(R) 12,175,440 792,038 1,305,309
- ------------------------------------------------------------------------------------------------------------------------------------
Duff & Phelps Real Estate 18,509,250 355,076 1,417,487
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Capital Growth 283,167,201 14,051,587 17,781,285
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Nifty Fifty 48,018,266 2,369,230 3,127,910
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Small & Mid-Cap Growth 12,096,560 79,423 1,699,149
- ------------------------------------------------------------------------------------------------------------------------------------
Federated U.S. Government Bond 9,083,144 338,950 790,067
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Money Market 107,083,800 4,728,354 6,893,782
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Multi-Sector Fixed Income 66,057,604 2,449,860 5,173,758
- ------------------------------------------------------------------------------------------------------------------------------------
Hollister Value Equity 40,114,487 1,436,213 3,051,060
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. Morgan Research Enhanced Index 68,586,651 3,859,472 4,390,667
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Equity Income 13,790,778 1,997,724 1,604,357
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Flexible Income 12,471,116 201,720 1,164,058
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Growth 60,280,825 4,133,171 6,215,538
- ------------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Focus Equity 8,544,059 0 555,334
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Balanced 105,030,899 3,838,661 8,545,096
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Growth and Income 81,045,067 3,650,067 4,956,769
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Strategic Allocation 99,334,338 2,631,199 4,801,031
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Global Value 7,444,079 434,020 98,030
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Mid-Cap Value 27,282,197 1,364,130 2,345,708
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Small Cap Value 8,100,048 150,310 447,933
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Mid-Cap Growth 37,581,215 1,248,717 2,898,883
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Strategic Theme 80,687,240 3,321,775 3,735,329
- ------------------------------------------------------------------------------------------------------------------------------------

197

THE PHOENIX EDGE SERIES FUND
RESULTS OF SHAREHOLDER MEETING (CONTINUED)
(UNAUDITED)

1I. Approve amendments to the fundamental investment restrictions of each Series
and conforming changes to the Declaration of Trust as follows:

It is proposed that there be no investment restrictions involving illiquid
securities.

Aberdeen International 95,785,411 2,187,483 5,398,606
- ------------------------------------------------------------------------------------------------------------------------------------
Aberdeen New Asia 14,502,917 210,314 463,872
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Dow 30 17,140,729 194,529 607,405
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Nasdaq-100 Index(R) 12,300,780 724,337 1,247,671
- ------------------------------------------------------------------------------------------------------------------------------------
Duff & Phelps Real Estate 18,509,002 355,076 1,417,735
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Capital Growth 284,864,269 13,086,127 17,049,677
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Nifty Fifty 48,296,569 2,099,649 3,119,188
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Small & Mid-Cap Growth 12,096,560 79,423 1,699,149
- ------------------------------------------------------------------------------------------------------------------------------------
Federated U.S. Government Bond 9,083,144 338,950 790,067
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Money Market 105,867,483 4,460,236 8,378,217
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Multi-Sector Fixed Income 66,640,779 1,866,684 5,173,758
- ------------------------------------------------------------------------------------------------------------------------------------
Hollister Value Equity 40,416,881 1,136,997 3,047,883
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. Morgan Research Enhanced Index 69,344,929 3,075,805 4,416,056
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Equity Income 13,675,491 2,129,646 1,587,722
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Flexible Income 12,470,833 173,705 1,192,357
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Growth 60,202,147 4,187,834 6,239,554
- ------------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Focus Equity 8,544,059 0 555,334
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Balanced 105,520,639 3,600,542 8,293,475
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Growth and Income 81,432,295 3,313,422 4,906,186
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Strategic Allocation 99,239,766 2,688,451 4,838,351
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Global Value 7,444,079 434,020 98,030
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Mid-Cap Value 27,381,925 1,257,615 2,352,495
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Small Cap Value 8,101,235 149,124 447,933
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Mid-Cap Growth 37,666,862 1,162,571 2,899,382
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Strategic Theme 81,146,391 2,717,539 3,880,415
- ------------------------------------------------------------------------------------------------------------------------------------

1J. Approve amendments to the fundamental investment restrictions of each Series
and conforming changes to the Declaration of Trust as follows:

It is proposed that there be no investment restrictions involving purchases on
margin.

Aberdeen International 95,885,138 2,345,591 5,140,771
- ------------------------------------------------------------------------------------------------------------------------------------
Aberdeen New Asia 14,509,347 203,884 463,872
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Dow 30 17,140,729 194,529 607,405
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Nasdaq-100 Index(R) 12,119,303 962,573 1,190,912
- ------------------------------------------------------------------------------------------------------------------------------------
Duff & Phelps Real Estate 18,509,002 355,076 1,417,735
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Capital Growth 284,575,927 13,445,218 16,978,928
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Nifty Fifty 48,216,569 2,190,255 3,108,582
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Small & Mid-Cap Growth 12,096,560 79,423 1,699,149
- ------------------------------------------------------------------------------------------------------------------------------------
Federated U.S. Government Bond 9,083,144 338,950 790,067
- ------------------------------------------------------------------------------------------------------------------------------------

198

THE PHOENIX EDGE SERIES FUND
RESULTS OF SHAREHOLDER MEETING (CONTINUED)
(UNAUDITED)

Goodwin Money Market 105,634,321 4,695,882 8,375,732
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Multi-Sector Fixed Income 66,645,169 1,935,235 5,100,817
- ------------------------------------------------------------------------------------------------------------------------------------
Hollister Value Equity 40,162,927 1,434,620 3,004,213
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. Morgan Research Enhanced Index 69,561,271 2,884,852 4,390,667
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Equity Income 13,688,640 2,115,941 1,588,278
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Flexible Income 12,470,833 202,003 1,164,058
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Growth 60,220,014 4,192,568 6,216,953
- ------------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Focus Equity 8,544,059 0 555,334
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Balanced 105,247,554 3,624,370 8,542,731
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Growth and Income 81,251,126 3,541,427 4,859,350
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Strategic Allocation 99,197,597 2,767,939 4,801,031
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Global Value 7,444,079 434,020 98,030
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Mid-Cap Value 26,897,034 1,749,293 2,345,708
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Small Cap Value 8,101,235 149,124 447,933
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Mid-Cap Growth 37,545,490 1,284,725 2,898,600
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Strategic Theme 81,043,540 2,884,846 3,815,958
- ------------------------------------------------------------------------------------------------------------------------------------

1K. Approve amendments to the fundamental investment restrictions of each Series
and conforming changes to the Declaration of Trust as follows:

It is proposed that there be no investment restrictions involving investments
for control.

Aberdeen International 96,096,203 2,056,283 5,219,015
- ------------------------------------------------------------------------------------------------------------------------------------
Aberdeen New Asia 14,553,037 160,194 463,872
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Dow 30 17,140,729 194,529 607,405
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Nasdaq-100 Index(R) 12,324,549 610,072 1,338,167
- ------------------------------------------------------------------------------------------------------------------------------------
Duff & Phelps Real Estate 18,509,002 355,076 1,417,735
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Capital Growth 284,956,394 12,843,848 17,199,830
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Nifty Fifty 48,338,985 2,054,786 3,121,635
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Small & Mid-Cap Growth 12,096,560 79,423 1,699,149
- ------------------------------------------------------------------------------------------------------------------------------------
Federated U.S. Government Bond 9,163,271 258,823 790,067
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Money Market 107,600,586 2,674,964 8,430,385
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Multi-Sector Fixed Income 66,771,427 1,736,036 5,173,758
- ------------------------------------------------------------------------------------------------------------------------------------
Hollister Value Equity 40,425,474 1,121,593 3,054,694
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. Morgan Research Enhanced Index 69,479,186 2,966,938 4,390,667
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Equity Income 14,227,290 1,613,385 1,552,184
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Flexible Income 12,498,336 146,202 1,192,357
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Growth 60,332,942 4,057,038 6,239,554
- ------------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Focus Equity 8,544,059 0 555,334
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Balanced 105,785,642 3,086,282 8,542,731
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Growth and Income 81,601,995 3,099,672 4,950,236
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Strategic Allocation 99,733,568 2,313,162 4,719,838
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Global Value 7,638,960 239,139 98,030
- ------------------------------------------------------------------------------------------------------------------------------------

199

THE PHOENIX EDGE SERIES FUND
RESULTS OF SHAREHOLDER MEETING (CONTINUED)
(UNAUDITED)

Sanford Bernstein Mid-Cap Value 27,253,002 1,042,612 2,696,421
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Small Cap Value 8,101,235 149,124 447,933
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Mid-Cap Growth 37,669,208 1,160,225 2,899,382
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Strategic Theme 81,415,967 2,550,952 3,777,425
- ------------------------------------------------------------------------------------------------------------------------------------

1L. Approve amendments to the fundamental investment restrictions of each Series
and conforming changes to the Declaration of Trust as follows:

It is proposed that there be no investment restrictions involving repurchase
agreements.

Aberdeen International 96,188,785 1,962,910 5,219,806
- ------------------------------------------------------------------------------------------------------------------------------------
Aberdeen New Asia 14,552,544 160,194 464,365
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Dow 30 17,140,729 194,529 607,405
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Nasdaq-100 Index(R) 12,366,458 658,660 1,247,671
- ------------------------------------------------------------------------------------------------------------------------------------
Duff & Phelps Real Estate 18,509,002 355,076 1,417,735
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Capital Growth 286,026,392 11,509,317 17,464,364
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Nifty Fifty 48,470,085 1,928,617 3,116,704
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Small & Mid-Cap Growth 12,096,560 79,423 1,699,149
- ------------------------------------------------------------------------------------------------------------------------------------
Federated U.S. Government Bond 9,083,144 338,950 790,067
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Money Market 105,884,578 4,442,435 8,378,923
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Multi-Sector Fixed Income 66,747,646 1,759,817 5,173,758
- ------------------------------------------------------------------------------------------------------------------------------------
Hollister Value Equity 40,450,249 1,103,628 3,047,883
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. Morgan Research Enhanced Index 69,505,075 2,941,048 4,390,667
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Equity Income 13,884,680 1,972,077 1,536,102
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Flexible Income 12,498,336 146,202 1,192,357
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Growth 60,187,434 4,209,968 6,232,133
- ------------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Focus Equity 8,544,059 0 555,334
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Balanced 105,743,355 3,377,825 8,293,475
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Growth and Income 81,638,755 3,124,695 4,888,454
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Strategic Allocation 99,811,625 2,414,437 4,540,506
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Global Value 7,638,960 239,139 98,030
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Mid-Cap Value 27,693,061 953,265 2,345,708
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Small Cap Value 8,101,235 149,124 447,933
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Mid-Cap Growth 37,669,208 1,160,225 2,899,382
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Strategic Theme 81,422,026 2,546,111 3,776,207
- ------------------------------------------------------------------------------------------------------------------------------------

1M. Approve amendments to the fundamental investment restrictions of each Series
and conforming changes to the Declaration of Trust as follows:

It is proposed that there be no investment restrictions involving investment
company securities..

Aberdeen International 96,176,193 2,080,445 5,114,863
- ------------------------------------------------------------------------------------------------------------------------------------
Aberdeen New Asia 14,546,606 166,625 463,872
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Dow 30 17,140,729 194,529 607,405
- ------------------------------------------------------------------------------------------------------------------------------------

200

THE PHOENIX EDGE SERIES FUND
RESULTS OF SHAREHOLDER MEETING (CONTINUED)
(UNAUDITED)

Deutsche Nasdaq-100 Index(R) 12,462,615 619,261 1,190,912
- ------------------------------------------------------------------------------------------------------------------------------------
Duff & Phelps Real Estate 18,509,002 355,076 1,417,735
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Capital Growth 286,208,576 11,420,466 17,371,031
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Nifty Fifty 48,460,743 1,937,540 3,117,123
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Small & Mid-Cap Growth 12,096,560 79,423 1,699,149
- ------------------------------------------------------------------------------------------------------------------------------------
Federated U.S. Government Bond 9,083,144 338,980 790,067
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Money Market 105,905,325 4,421,687 8,378,923
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Multi-Sector Fixed Income 66,717,640 1,862,764 5,100,817
- ------------------------------------------------------------------------------------------------------------------------------------
Hollister Value Equity 40,482,219 1,115,329 3,004,213
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. Morgan Research Enhanced Index 69,544,353 2,901,770 4,390,667
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Equity Income 14,210,425 1,647,439 1,534,995
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Flexible Income 12,498,336 146,202 1,192,357
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Growth 60,324,870 4,065,111 6,239,554
- ------------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Focus Equity 8,544,059 0 555,334
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Balanced 106,099,535 3,021,645 8,293,475
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Growth and Income 81,661,710 3,134,792 4,855,401
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Strategic Allocation 99,882,281 2,343,780 4,540,506
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Global Value 7,444,079 434,020 98,030
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Mid-Cap Value 27,659,035 987,292 2,345,708
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Small Cap Value 8,101,235 149,124 447,933
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Mid-Cap Growth 37,667,644 1,161,789 2,899,382
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Strategic Theme 81,482,212 2,526,803 3,735,329
- ------------------------------------------------------------------------------------------------------------------------------------

2. Approve an amendment to the Fund's Declaration of Trust that would remove the
provisions regarding fundamental investment restrictions from the Declaration of
Trust.

Aberdeen International 98,103,101 1,490,068 3,778,332
- ------------------------------------------------------------------------------------------------------------------------------------
Aberdeen New Asia 14,794,946 174,579 207,577
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Dow 30 17,326,547 194,529 421,587
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Nasdaq-100 Index(R) 13,020,259 334,848 917,681
- ------------------------------------------------------------------------------------------------------------------------------------
Duff & Phelps Real Estate 18,969,681 133,935 1,178,197
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Capital Growth 294,262,211 7,799,771 12,938,091
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Nifty Fifty 50,069,610 1,053,141 2,392,655
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Small & Mid-Cap Growth 12,510,133 311,087 1,053,912
- ------------------------------------------------------------------------------------------------------------------------------------
Federated U.S. Government Bond 9,280,014 218,461 713,685
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Money Market 108,456,659 3,697,478 6,551,798
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Multi-Sector Fixed Income 68,659,549 1,812,309 3,209,363
- ------------------------------------------------------------------------------------------------------------------------------------
Hollister Value Equity 41,689,412 1,106,646 1,805,703
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. Morgan Research Enhanced Index 69,677,212 2,296,585 4,862,993
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Equity Income 15,289,689 1,128,837 974,334
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Flexible Income 12,718,915 130,261 987,719
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Growth 65,011,436 909,433 4,708,665
- ------------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Focus Equity 8,556,072 0 543,320
- ------------------------------------------------------------------------------------------------------------------------------------

201

THE PHOENIX EDGE SERIES FUND
RESULTS OF SHAREHOLDER MEETING (CONTINUED)
(UNAUDITED)

Oakhurst Balanced 108,197,586 2,655,670 6,561,400
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Growth and Income 84,119,391 2,520,590 3,011,923
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Strategic Allocation 101,585,186 1,852,602 3,328,779
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Global Value 7,638,960 239,139 98,030
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Mid-Cap Value 29,038,212 785,658 1,168,165
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Small Cap Value 8,224,092 92,512 381,687
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Mid-Cap Growth 39,064,403 679,951 1,984,462
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Strategic Theme 83,067,384 1,723,903 2,953,057
- ------------------------------------------------------------------------------------------------------------------------------------

3. Approve the Fund's reliance on "manager of managers" relief under which the
Fund's investment advisors, subject to the approval of the Board, may, among
other things, appoint, replace or terminate subadvisors recommended by each
Series' investment advisor or enter into or materially amend existing
subadvisory agreements without shareholder approval.

Aberdeen International 98,056,077 1,531,558 3,783,865
- ------------------------------------------------------------------------------------------------------------------------------------
Aberdeen New Asia 14,950,484 96,656 129,963
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Dow 30 17,326,547 194,529 421,587
- ------------------------------------------------------------------------------------------------------------------------------------
Deutsche Nasdaq-100 Index(R) 13,019,759 364,032 888,997
- ------------------------------------------------------------------------------------------------------------------------------------
Duff & Phelps Real Estate 18,938,335 149,954 1,193,524
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Capital Growth 292,516,919 9,589,940 12,893,214
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Nifty Fifty 49,584,201 1,575,141 2,356,064
- ------------------------------------------------------------------------------------------------------------------------------------
Engemann Small & Mid-Cap Growth 12,744,531 76,689 1,053,912
- ------------------------------------------------------------------------------------------------------------------------------------
Federated U.S. Government Bond 9,348,675 149,800 713,685
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Money Market 111,506,330 1,930,763 5,268,842
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwin Multi-Sector Fixed Income 68,663,358 1,808,500 3,209,363
- ------------------------------------------------------------------------------------------------------------------------------------
Hollister Value Equity 41,441,780 1,354,278 1,805,703
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. Morgan Research Enhanced Index 71,157,082 1,856,113 3,823,595
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Equity Income 15,728,415 723,114 941,330
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Flexible Income 12,718,915 30,921 1,087,059
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Growth 65,528,677 397,716 4,703,141
- ------------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Focus Equity 8,556,072 0 543,320
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Balanced 108,713,581 2,593,527 6,107,547
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Growth and Income 84,554,114 2,253,276 2,844,513
- ------------------------------------------------------------------------------------------------------------------------------------
Oakhurst Strategic Allocation 101,762,982 1,812,969 3,190,617
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Global Value 7,638,960 239,139 98,030
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Mid-Cap Value 28,814,674 1,029,019 1,148,342
- ------------------------------------------------------------------------------------------------------------------------------------
Sanford Bernstein Small Cap Value 8,222,884 93,720 381,687
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Mid-Cap Growth 39,049,467 696,010 1,983,338
- ------------------------------------------------------------------------------------------------------------------------------------
Seneca Strategic Theme 82,823,472 1,975,576 2,945,296
- ------------------------------------------------------------------------------------------------------------------------------------

4. Approve the amendment of the investment objective of the Phoenix-Janus Equity
Income Series to eliminate the income component of the investment objective

Janus Equity Income 15,926,078 538,495 928,286
- ------------------------------------------------------------------------------------------------------------------------------------

202

FUND MANAGEMENT

Information pertaining to the Trustees and officers* of the Trust is set forth
below. The statement of additional information (SAI) includes additional
information about the Trustees and is available without charge, upon request, by
calling (800) 541-0171.

- ------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS IN
TERM OF OFFICE FUND COMPLEX OTHER TRUSTEESHIPS/
NAME, (DOB), ADDRESS AND AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS
POSITION(S) WITH TRUST TIME SERVED DURING PAST 5 YEARS TRUSTEE HELD BY TRUSTEE
====================================================================================================================================
DISINTERESTED TRUSTEES
====================================================================================================================================

Frank M. Ellmer, CPA 1999 Retired 30 None
704 SW Lake Charles Circle
Port St. Lucie, FL 34986
4/11/40
Trustee
- ------------------------------------------------------------------------------------------------------------------------------------
John A. Fabian 1999 Retired 30 None
497 Hensler Lane
Oradell, NJ 07649
2/5/34
Trustee
- ------------------------------------------------------------------------------------------------------------------------------------
Roger A. Gelfenbien 2000 Retired 30 Chairman, Board of
37 Stonegate Drive Trustees at The
Wethersfield, CT 06109 University of Connecticut
5/14/43 (1997-present). Director,
Trustee USAllianz Variable
Insurance Product Trust,
23 funds (1999-present).
- ------------------------------------------------------------------------------------------------------------------------------------
Eunice S. Groark 1999 Self-employed 30 Director, Peoples' Bank
35 Saddle Ridge Drive (1995-present)
Bloomfield, CT 06002
2/1/38
Trustee
- ------------------------------------------------------------------------------------------------------------------------------------
Frank E. Grzelecki 2000 Retired; previously Managing Director, 30 Director, Trenwick Group,
312 Greenley Road Saugatuck Associates, Inc. (1999-2000); LTD (2000-present) and
New Canaan, CT 06840 Vice Chairman, (1997-1998), President/ Barnes Group, Inc.
6/19/37 Chief Operating Officer (1992-1997), (1997-present).
Trustee Handy & Harman
- ------------------------------------------------------------------------------------------------------------------------------------
John R. Mallin 1999 Principal/Attorney, Cummings & Lockwood, 30 None
Cummings & Lockwood LLC (1996-present)
Cityplace I
Hartford, CT 06103
7/28/50
Trustee
- ------------------------------------------------------------------------------------------------------------------------------------
Timothy P. Shriver 1999 President and Chief Executive Officer, 30 None
Special Olympics, Inc. Special Olympics, Inc. (1996-present)
1325 G Street, N.W. #500
Washington, D.C. 20005
8/29/59
Trustee
====================================================================================================================================
INTERESTED TRUSTEES
====================================================================================================================================
Simon Y. Tan 1999 Various positions, including Executive 30 Director, Phoenix-
One American Row Vice President, Phoenix Life Insurance Aberdeen International
Hartford, CT 06102 Company (1982-present) Advisors, LLC. Director
2/17/52 and President (1999-
President/Trustee present) Phoenix Variable
Advisors, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Dona D. Young 2000 Various positions, including President 30 Director, The Phoenix
One American Row and Chief Operating Officer, Phoenix Companies, Inc. (2001-
Hartford, CT 06102 Life Insurance Company (1980-present). present), Foot Locker, Inc.
1/8/54 (2001-present) (formerly
Trustee known as Venator Group,
Inc.), and Wachovia
Corporation (2000-present).
- ------------------------------------------------------------------------------------------------------------------------------------

203

FUND MANAGEMENT

- ------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS IN
TERM OF OFFICE FUND COMPLEX OTHER TRUSTEESHIPS/
NAME, (DOB), ADDRESS AND AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS
POSITION(S) WITH TRUST TIME SERVED DURING PAST 5 YEARS TRUSTEE HELD BY TRUSTEE
====================================================================================================================================
OFFICER(S) WHO ARE NOT TRUSTEES
====================================================================================================================================

J. Roger Engemann 1998 Senior Vice President, Phoenix Edge N/A N/A
600 North Rosemead Blvd. Series Fund. President and Director
Pasadena, CA 91107 Roger Engemann & Associates, Inc.
10/17/40 since 1969. President and Director,
Senior Vice President Pasadena Capital Corporation (1988-
present) and Roger Engemann Management
Co., Inc. (1985-present). Chairman,
President and Trustee (1986-present)
Phoenix-Engemann Funds; Managing
Director (1998-2001) Phoenix Investment
Counsel, Inc; Senior Vice President
(1998-present) Phoenix Series Fund;
Senior Vice President (1998-2001)
Phoenix Strategic Equity Series Fund.
- ------------------------------------------------------------------------------------------------------------------------------------
Michael J. Gilotti 1999 Executive Vice President, Phoenix Edge N/A N/A
One American Row Series Fund (1999-present), Senior Vice
Hartford, CT 06102 President, Phoenix Life Insurance
05/25/47 Company (1999-present); Director
Executive Vice President (2000-prsent), Phoenix Variable Advisors,
Inc; Vice President and Bank and
Broker/Dealer Markets, Aetna Retirement
Services (1994-1999)
- ------------------------------------------------------------------------------------------------------------------------------------
Michael E. Haylon 1993 Director and Executive Vice President, N/A N/A
56 Prospect Street Investment, Phoenix Investment Partners,
Hartford, CT 06115 Ltd. (1995-present); Director (since
12/18/57 1994) and President (since 1995),
Executive Vice President Phoenix Investment Counsel, Inc.;
Director (since 1995), Phoenix Equity
Planning Corp.; President (since June
2000) PXP Securities Corp.; Executive
Vice President (since 1996); Duff &
Phelps Investment Management Co.;
Executive Vice President (since 1999)
Phoenix/Zweig Advisors LLC and Euclid
Advisors LLC. Director (1996-present)
Phoenix-Aberdeen International Advisors,
LLC.; Executive Vice President, Phoenix
Funds (1993-present); Phoenix-Aberdeen
Series Fund (1996-present) and
Phoenix-Seneca Funds (2000-present).
Executive Vice President (1997-
present), Vice President (1996-1997),
Phoenix- Duff & Phelps Institutional
Mutual Funds.
- ------------------------------------------------------------------------------------------------------------------------------------
Gail P. Seneca 1998 Senior Vice President, Phoenix Edge N/A N/A
909 Montgomery Street Series Fund. President and Chief
San Francisco, CA 94133 Executive and Investment Officer, Seneca
03/07/53 Capital Management LLC (1996-present).
Senior Vice President Managing Director, Equities, Phoenix
Investment Counsel, Inc. (1998-present).
President and Trustee (1996-present),
Phoenix-Seneca Funds. Managing General
Partner and Chief Executive and
Investment Officer, GMG/Seneca Capital
Management LP (1989-present). Senior
Vice President, Phoenix Multi-Portfolio
Fund (1998-present), Phoenix Duff &
Phelps Institutional Mutual Funds
(1999-present) and Phoenix Strategic
Equity Series Fund (1998-present).
General Partner, Genesis Merchant Group
LP (1990-1996). President, GenCap, Inc.
(1994-present).
- ------------------------------------------------------------------------------------------------------------------------------------

204

FUND MANAGEMENT

- ------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS IN
TERM OF OFFICE FUND COMPLEX OTHER TRUSTEESHIPS/
NAME, (DOB), ADDRESS AND AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS
POSITION(S) WITH TRUST TIME SERVED DURING PAST 5 YEARS TRUSTEE HELD BY TRUSTEE
====================================================================================================================================
OFFICER(S) WHO ARE NOT TRUSTEES
====================================================================================================================================

James D. Wehr 1991 Senior Vice President, Phoenix Edge N/A N/A
56 Prospect Street Series Fund, Senior Vice President,
Hartford, CT 06115 Fixed Income (1998-present), Managing
05/17/57 Director (1996-1998), Fixed Income,
Senior Vice President Vice President (1991-1996), Phoenix
Investment Counsel, Inc. Senior Vice
President (1997-present), Vice President
(1988-1997), Phoenix Multi-Portfolio
Fund; Senior Vice President
(1997-present), Vice President (1990-
1997), Phoenix Series Fund; Senior Vice
President (1997-present), Vice President
(1993-1997) Phoenix-Goodwin California
Tax Exempt Bond Fund and Senior Vice
President (1997-present), Vice
President (1996-1997), Phoenix Duff &
Phelps Institutional Mutual Funds.
Senior Vice President (1997-present),
Phoenix-Goodwin Multi-Sector Fixed
Income Fund, Phoenix-Goodwin
Multi-Sector Short Term Bond Fund,
Phoenix-Oakhurst Income & Growth Fund
and Phoenix-Oakhurst Strategic
Allocation Fund. Senior Vice President
and Chief Investment Officer, Duff &
Phelps Utilities Tax Free Income, Inc.
(1997-present). Vice President (1996-
present) Duff & Phelps Investment
Manager Co.
- ------------------------------------------------------------------------------------------------------------------------------------
Hugh Young 1996 Senior Vice President, Phoenix Edge N/A N/A
Aberdeen Asset Managers LTD Series Fund. Senior Vice President,
88A Circular Road Phoenix-Aberdeen Series Fund (1996-
Singapore 049439 present); Director, Phoenix-Aberdeen
05/21/58 International Advisors, LLC; Far East
Senior Vice President Investment Director, Aberdeen Asset
Management Asia Limited (1988-present);
Managing Director, Aberdeen Asset
Management Asia Limited (1992-present);
Managing Director, Aberdeen Asset
Management plc (1991-present); Managing
Director, Aberdeen International Fund
Managers Limited (2000-present);
Director, Aberdeen Asset Management and
Aberdeen Asset Managers (CI) Limited
(2001 to 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; President,
Aberdeen Asia-Pacific Income Fund, Inc.
(2001-present); Director and President,
Aberdeen Australia Equity Fund, Inc. and
Aberdeen Commonwealth Income Fund, Inc.
(2001-present).
- ------------------------------------------------------------------------------------------------------------------------------------
Nancy G. Curtiss 1994 Treasurer, Phoenix Edge Series Fund N/A N/A
56 Prospect Street (1994-present), Phoenix funds (1994-
Hartford, CT 06115 present), Phoenix Duff & Phelps
11/24/52 Institutional Mutual Funds (1996-present),
Treasurer Phoenix-Aberdeen Series Fund (1996-
present) and Phoenix-Seneca Funds
(2000-present). Vice President and
Treasurer (1994-present), Phoenix
Equity Planning Corporation.
- ------------------------------------------------------------------------------------------------------------------------------------
Richard J. Wirth 2001 Vice President, Secretary and Counsel, N/A N/A
One American Row Phoenix Edge Series Fund. Counsel,
Hartford, CT 06102 Phoenix Life Insurance Company
11/14/58 (1993-present).
Vice President, Secretary
and Counsel
- ------------------------------------------------------------------------------------------------------------------------------------

<FN>
* The term "officer" means the president, vice president, secretary, treasurer, controller or any other officer who performs a
policy making function.
</FN>

205

THE PHOENIX EDGE SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301

BOARD OF TRUSTEES
Frank M. Ellmer, CPA
John A. Fabian
Roger A. Gelfenbien
Eunice S. Groark
Frank E. Grzelecki
John R. Mallin
Timothy P. Shriver
Simon Y. Tan
Dona D. Young

EXECUTIVE OFFICERS
Simon Y. Tan, President
Michael E. Haylon, Executive Vice President
Michael E. Gilotti, Executive Vice President
J. Roger Engemann, Senior Vice President
Gail P. Seneca, Senior Vice President
James D. Wehr, Senior Vice President
Hugh Young, Senior Vice President
David L. Albrycht, Vice President
Malcom Axon, Vice President
Christian C. Bertelsen, Vice President
Doreen A. Bonner, Vice President, Compliance
Officer & Assistant Secretary
Steven L. Colton, Vice President
Timothy Devlin, Vice President
Ronald K. Jacks, Vice President
Richard D. Little, Vice President
James E. Mair, Vice President
Chester S. Sokolosky, Vice President
Julie L. Sapia, Vice President
Michael Schatt, Vice President
John S. Tilson, Vice President
Richard J. Wirth, Vice President,
Secretary & Counsel
Nancy G. Curtiss, Vice President & Treasurer

INVESTMENT ADVISORS
Phoenix Investment Counsel, Inc.
56 Prospect Street
Hartford, Connecticut 06115-0480

Duff & Phelps Investment Management Co.
55 East Monroe Street, Suite 3600
Chicago, Illinois 60603

Phoenix-Aberdeen International Advisors, LLC
One American Row
Hartford, Connecticut 06102-5056

Phoenix Variable Advisors, Inc.
One American Row
Hartford, Connecticut 06102-5056

CUSTODIANS
JP Morgan Chase Bank
270 Park Avenue
New York, New York 10017-2076

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

State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 002110

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
160 Federal Street
Boston, Massachusetts 02110

THIS PAGE LEFT INTENTIONALLY BLANK.

--------------
PRSRT STD
U.S. Postage
P A I D
Andrew
Associates
--------------

PHOENIX LIFE INSURANCE COMPANY
P.O. Box 22012
Albany, NY 12201-2012

Phoenix Life Insurance Company
www.phoenixwm.com

GN0144A (C) Phoenix Life Insurance company 2-02

[RECYCLE LOGO OMITTED.]
PRINTED ON RECYCLED PAPER

SEMIANNUAL REPORT

The Phoenix
Edge
SeriesFund
JUNE 30, 2002

THIS PAGE INTENTIONALLY BLANK.

TABLE OF CONTENTS
PAGE
----
Phoenix-Aberdeen International Series ....................................... 2
Phoenix-Aberdeen New Asia Series ............................................ 7
Phoenix-AIM Mid-Cap Equity Series ........................................... 11
Phoenix-Alliance/Bernstein Growth + Value Series ............................ 15
Phoenix-Deutsche Dow 30 Series .............................................. 19
Phoenix-Deutsche Nasdaq-100 Index(R)Series .................................. 22
Phoenix-Duff & Phelps Real Estate Securities Series ......................... 26
Phoenix-Engemann Capital Growth Series ...................................... 29
Phoenix-Engemann Small & Mid-Cap Growth Series .............................. 32
Phoenix-Federated U.S. Government Bond Series ............................... 36
Phoenix-Goodwin Money Market Series ......................................... 39
Phoenix-Goodwin Multi-Sector Fixed Income Series ............................ 43
Phoenix-Hollister Value Equity Series ....................................... 49
Phoenix-J.P. Morgan Research Enhanced Index Series .......................... 53
Phoenix-Janus Flexible Income Series ........................................ 60
Phoenix-Janus Growth Series ................................................. 65
Phoenix-MFS Investors Growth Stock Series ................................... 69
Phoenix-MFS Investors Trust Series .......................................... 73
Phoenix-MFS Value Series .................................................... 78
Phoenix-Oakhurst Growth and Income Series ................................... 82
Phoenix-Oakhurst Strategic Allocation Series ................................ 87
Phoenix-Sanford Bernstein Global Value Series ............................... 94
Phoenix-Sanford Bernstein Mid-Cap Value Series ..............................100
Phoenix-Sanford Bernstein Small-Cap Value Series ............................104
Phoenix-Seneca Mid-Cap Growth Series ........................................108
Phoenix-Seneca Strategic Theme Series .......................................111
Phoenix-Van Kampen Focus Equity Series ......................................114
Notes to Financial Statements ...............................................117

|------------------------------------------------------------------------------|
| Not FDIC Insured | No Bank Guarantee | May Lose Value |
|------------------------------------------------------------------------------|

PHOENIX-ABERDEEN INTERNATIONAL SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
--------- ------------

FOREIGN COMMON STOCKS--97.5%
AUSTRALIA--1.5%
QBE Insurance Group Ltd. (Property & Casualty
Insurance) ............................................ 594,600 $ 2,216,390
------------
BRAZIL--2.3%
Companhia Paranaense de Energia-Copel ADR
(Electric Utilities) .................................. 120,000 486,000
Companhia Vale do Rio Doce ADR (Diversified Metals
& Mining) (b) ......................................... 10,200 282,234
Petroleo Brasileiro SA ADR (Integrated Oil & Gas) ....... 35,000 609,000
Tele Norte Leste Participacoes SA ADR (Integrated
Telecommunication Services) ........................... 100,000 995,000
Unibanco GDR (Banks) .................................... 65,250 1,076,625
------------
3,448,859
------------
DENMARK--2.2%
Danske Bank A/S (Banks) ................................. 176,000 3,240,765
------------
FINLAND--2.4%
Nokia Oyj (Telecommunications Equipment) ................ 165,000 2,415,039
Stora Enso Oyj (Paper Products) ......................... 87,850 1,231,165
------------
3,646,204
------------
FRANCE--10.3%
Assurances Generales de France (Multi-line
Insurance) ............................................ 31,059 1,426,985
Aventis SA (Pharmaceuticals) ............................ 33,887 2,401,304
Cap Gemini SA (IT Consulting & Services) ................ 9,310 370,090
Havas Advertising SA (Advertising) ...................... 193,810 1,192,494
L'Oreal SA (Household Products) ......................... 32,100 2,504,518
Pechiney SA Class A (Metal & Glass Containers) .......... 34,580 1,579,533
Schneider Electric SA (Electrical Components &
Equipment) ............................................ 33,090 1,779,454
TotalFinaElf SA (Oil & Gas Refining, Marketing &
Transportation) ....................................... 13,710 2,226,032
Valeo SA (Auto Parts & Equipment) ....................... 46,000 1,912,635
------------
15,393,045
------------
GERMANY--3.1%
Allianz AG (Multi-line Insurance) ....................... 7,800 1,562,265
BASF AG (Diversified Chemicals) ......................... 38,800 1,799,117
Bayerische Motoren Werke AG (Automobile
Manufacturers) ........................................ 32,140 1,325,240
------------
4,686,622
------------
HONG KONG--3.2%
Giordano International Ltd. (Apparel Retail) ............ 4,790,000 2,947,802
Swire Pacific Ltd. Class B (Multi-Sector Holdings) ...... 2,410,000 1,776,668
------------
4,724,470
------------
INDIA--0.2%
Videsh Sanchar Nigam Ltd. ADR (Integrated
Telecommunication Services) ........................... 35,598 217,148
------------
ITALY--7.1%
ENI SpA (Integrated Oil & Gas) .......................... 218,296 3,471,073
Mediaset SpA (Broadcasting & Cable TV) .................. 193,000 1,494,395
Sanpaolo IMI SpA (Banks) ................................ 213,800 2,145,327
Telecom Italia Mobile SpA (Wireless
Telecommunication Services) ........................... 310,000 1,270,580
Telecom Italia SpA (Integrated Telecommunication
Services) ............................................. 279,000 2,185,091
------------
10,566,466
------------

SHARES VALUE
--------- ------------

JAPAN--20.6%
Fuji Photo Film Co. Ltd. (Leisure Products) ............. 70,000 $ 2,260,211
Fujikura Ltd. (Electrical Components & Equipment) ....... 482,000 1,757,391
Honda Motor Co. Ltd. (Automobile Manufacturers) ......... 58,800 2,384,260
Kao Corp. (Household Products) .......................... 110,000 2,533,038
Mabuchi Motor Co. Ltd. (Electrical Components &
Equipment) ............................................ 29,000 2,857,511
NTT DoCoMo, Inc. (Wireless Telecommunication
Services) ............................................. 850 2,092,093
Olympus Optical Co. Ltd. (Health Care Equipment) ........ 154,000 2,150,880
Orix Corp. (Consumer Finance) ........................... 25,100 2,025,071
Rohm Co. Ltd. (Semiconductors) .......................... 13,000 1,940,411
Shin-Etsu Chemical Co. Ltd. (Specialty Chemicals) ....... 71,000 3,050,743
Terumo Corp. (Health Care Equipment) .................... 158,800 2,122,526
Uni-Charm Corp. (Household Products) .................... 85,000 3,191,328
Yamanouchi Pharmaceutical Co. Ltd.
(Pharmaceuticals) ..................................... 90,000 2,335,301
------------
30,700,764
------------
LUXEMBOURG--1.2%
Arcelor (Steel) (b) ..................................... 127,333 1,807,132
------------
NETHERLANDS--7.2%
Buhrmann NV (Distributors) .............................. 118,190 1,090,234
DSM NV (Specialty Chemicals) ............................ 36,660 1,701,336
IHC Caland NV (Oil & Gas Equipment & Services) .......... 29,918 1,789,117
ING Groep NV (Diversified Financial Services) ........... 51,320 1,317,808
Koninklijke (Royal) Philips Electronics NV (Industrial
Conglomerates) ........................................ 84,830 2,368,467
TPG NV (Air Freight & Couriers) ......................... 112,130 2,532,679
------------
10,799,641
------------
SINGAPORE--2.2%
Oversea-Chinese Banking Corp. Ltd. (Banks) .............. 493,000 3,264,882
------------
SOUTH KOREA--1.9%
Kookmin Bank ADR (Banks) ................................ 57,600 2,831,040
------------
SPAIN--1.8%
Union Fenosa SA (Electric Utilities) .................... 147,547 2,710,413
------------
SWEDEN--4.0%
Assa Abloy AB Class B (Industrial Machinery) ............ 139,511 1,965,867
Skandia Forsakrings AB (Life & Health Insurance) ........ 253,210 1,151,684
Svenska Handelsbanken AB Class A (Banks) .............. 104,500 1,597,602
Volvo AB Class B (Construction, Farm Machinery &
Heavy Trucks) ......................................... 61,100 1,266,520
------------
5,981,673
------------
SWITZERLAND--8.3%
Adecco SA Registered Shares (Employment
Services) ............................................. 31,170 1,851,580
Credit Suisse Group (Banks) ............................. 66,120 2,099,365
Nestle SA Registered Shares Class B (Packaged
Foods and Meats) ...................................... 11,350 2,646,541
Swiss Re Registered Shares (Property & Casualty
Insurance) ............................................ 29,590 2,893,085
UBS AG Registered Shares (Diversified Financial
Services) (b) ......................................... 31,300 1,574,307
Zurich Financial Services AG (Multi-line Insurance) ..... 6,400 1,292,343
------------
12,357,221
------------

See Notes to Financial Statements

PHOENIX-ABERDEEN INTERNATIONAL SERIES

SHARES VALUE
--------- ------------

UNITED KINGDOM--18.0%
3i Group plc (Diversified Financial Services) ........... 122,000 $ 1,272,945
BOC Group plc (Specialty Chemicals) ..................... 75,000 1,164,962
BP plc (Integrated Oil & Gas) ........................... 400,000 3,359,602
BT Group plc (Integrated Telecommunication
Services) ............................................. 505,500 1,941,771
Carlton Communications plc (Movies &
Entertainment) ........................................ 200,000 640,215
Compass Group plc (Food Distributors) ................... 140,000 849,351
FirstGroup plc (Highways & Railtracks) .................. 246,000 944,957
GlaxoSmithKline plc (Pharmaceuticals) ................... 174,200 3,765,309
HSBC Holdings plc (Banks) ............................... 290,000 3,335,290
Lloyds TSB Group plc (Diversified Financial
Services) ............................................. 140,000 1,393,534
mm02 plc (Wireless Telecommunication Services) (b) ...... 300,000 192,064
Prudential plc (Life & Health Insurance) ................ 201,100 1,839,245
Reuters Group plc (Diversified Commercial Services) ..... 135,000 716,126
Royal Bank of Scotland Group plc (Banks) ................ 70,000 1,984,665
Shire Pharmaceuticals Group plc
(Pharmaceuticals) (b) ................................. 166,500 1,472,036
Vodafone Group plc (Wireless
Telecommunication Services) ........................... 1,500,000 2,057,833
------------
26,929,905
------------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $166,536,855) ..................................... 145,522,640
------------
FOREIGN PREFERRED STOCKS--1.7%

SOUTH KOREA--1.7%
Samsung Electronics Co. Ltd. Pfd.
(Semiconductors) ...................................... 19,000 2,574,481
------------
TOTAL FOREIGN PREFERRED STOCKS
(Identified cost $1,097,464) ....................................... 2,574,481
------------
TOTAL LONG TERM INVESTMENTS--99.2%
(Identified cost $167,634,319) ..................................... 148,097,121
------------

STANDARD PAR
& POOR'S VALUE
RATING (000)
--------- ------

SHORT-TERM OBLIGATIONS--3.1%
COMMERCIAL PAPER--3.1%
Special Purpose Accounts Receivable
Cooperative Corp. 2%, 7/1/02.................... A-1 $4,590 4,590,000
------------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $4,590,000)........................................ 4,590,000
------------
TOTAL INVESTMENTS--102.3%
(Identified Cost $172,224,319)...................................... 152,687,121(a)
Other assets and liabilities, net--(2.3)%........................... (3,407,568)
------------
NET ASSETS--100.0%.................................................... $149,279,553
============

<FN>
(a) Federal Income Tax Information: Net unrealized depreciation of investment securities
is comprised of gross appreciation of $10,230,643 and gross depreciation of
$30,881,735 for federal income tax purposes. At June 30, 2002, the aggregate cost of
securities for federal income tax purposes was $173,338,213.
(b) Non-income producing.
</FN>

See Notes to Financial Statements

PHOENIX-ABERDEEN INTERNATIONAL SERIES

INDUSTRY DIVERSIFICATION
AS A PERCENTAGE OF TOTAL VALUE OF
TOTAL LONG-TERM INVESTMENTS
(UNAUDITED)

Advertising ........................................................... 0.8%
Air Freight & Couriers ................................................ 1.7
Apparel Retail ........................................................ 2.0
Auto Parts & Equipment ................................................ 1.3
Automobile Manufacturers .............................................. 2.5
Banks ................................................................. 14.6
Broadcasting & Cable TV ............................................... 1.0
Construction, Farm Machinery & Heavy Trucks ........................... 0.9
Consumer Finance ...................................................... 1.4
Distributors .......................................................... 0.7
Diversified Chemicals ................................................. 1.2
Diversified Commercial Services ....................................... 0.5
Diversified Financial Services ........................................ 3.8
Diversified Metals & Mining ........................................... 0.2
Electric Utilities .................................................... 2.2
Electrical Components & Equipment ..................................... 4.3
Employment Services ................................................... 1.3
Food Distributors ..................................................... 0.6
Health Care Equipment ................................................. 2.9
Highways & Railtracks ................................................. 0.6
Household Products .................................................... 5.6
IT Consulting & Services .............................................. 0.2
Industrial Conglomerates .............................................. 1.6
Industrial Machinery .................................................. 1.3
Integrated Oil & Gas .................................................. 5.0
Integrated Telecommunication Services ................................. 3.6
Leisure Products ...................................................... 1.5
Life & Health Insurance ............................................... 2.0
Metal & Glass Containers .............................................. 1.1
Movies & Entertainment ................................................ 0.4
Multi-Sector Holdings ................................................. 1.2
Multi-line Insurance .................................................. 2.9
Oil & Gas Equipment & Services ........................................ 1.2
Oil & Gas Refining, Marketing & Transportation ........................ 1.5
Packaged Foods and Meats .............................................. 1.8
Paper Products ........................................................ 0.8
Pharmaceuticals ....................................................... 6.7
Property & Casualty Insurance ......................................... 3.5
Semiconductors ........................................................ 3.0
Specialty Chemicals ................................................... 4.0
Steel ................................................................. 1.2
Telecommunications Equipment .......................................... 1.6
Wireless Telecommunication Services ................................... 3.8
-----
100.0%
=====

See Notes to Financial Statements

PHOENIX-ABERDEEN INTERNATIONAL SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS

Investment securities at value (Identified cost $172,224,319) ...................... $152,687,121
Cash ............................................................................... 1,913
Receivables
Dividends and interest ........................................................... 288,531
Tax reclaim ...................................................................... 263,310
Fund shares sold ................................................................. 39,891
------------
Total assets ................................................................... 153,280,766
------------
LIABILITIES
Payables
Fund shares repurchased .......................................................... 3,728,561
Printing fee ..................................................................... 110,720
Investment advisory fee .......................................................... 91,942
Financial agent fee .............................................................. 14,334
Trustees' fee .................................................................... 3,717
Accrued expenses ................................................................... 51,939
------------
Total liabilities .............................................................. 4,001,213
------------
NET ASSETS ......................................................................... $149,279,553
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $203,509,122
Undistributed net investment income .............................................. 805,184
Accumulated net realized loss .................................................... (35,527,688)
Net unrealized depreciation ...................................................... (19,507,065)
------------
NET ASSETS ......................................................................... $149,279,553
============
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 15,230,266
============
Net asset value and offering price per share ....................................... $9.80
=====

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends ................................................................................................ $ 2,420,286
Interest ................................................................................................. 26,853
Foreign taxes withheld ................................................................................... (234,064)
-----------
Total investment income ................................................................................ 2,213,075
-----------
EXPENSES
Investment advisory fee .................................................................................. 581,046
Financial agent fee ...................................................................................... 84,304
Custodian ................................................................................................ 68,515
Printing ................................................................................................. 35,511
Professional ............................................................................................. 14,606
Trustees ................................................................................................. 3,455
Miscellaneous ............................................................................................ 8,646
-----------
Total expenses ......................................................................................... 796,083
-----------
NET INVESTMENT INCOME ...................................................................................... 1,416,992
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .......................................................................... (3,019,892)
Net realized gain on foreign currency transactions ....................................................... 14,612
Net change in unrealized appreciation (depreciation) on investments ...................................... 2,919,968
Net change in unrealized appreciation (depreciation) on foreign currency and foreign currency transactions 31,441
-----------
NET LOSS ON INVESTMENTS .................................................................................... (53,871)
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ....................................................... $ 1,363,121
===========

See Notes to Financial Statements

PHOENIX-ABERDEEN INTERNATIONAL SERIES

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
------------- -------------

FROM OPERATIONS
Net investment income (loss) ......................................................... $ 1,416,992 $ 1,348,425
Net realized gain (loss) ............................................................. (3,005,280) (32,633,883)
Net change in unrealized appreciation (depreciation) ................................. 2,951,409 (23,424,568)
------------- -------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .......................... 1,363,121 (54,710,026)
------------- -------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ................................................................ (612,286) --
Net realized short-term gains ........................................................ -- (2,072,805)
Net realized long-term gains ......................................................... -- (3,087,812)
------------- -------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ............................ (612,286) (5,160,617)
------------- -------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (6,612,283 and 15,133,649 shares, respectively) ........ 64,375,197 163,527,768
Net asset value of shares issued from reinvestment of distributions (64,498
and 492,572 shares, respectively) .................................................. 612,286 5,160,617
Cost of shares repurchased (7,825,508 and 16,881,045 shares, respectively) ........... (76,682,842) (182,202,911)
------------- -------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ............................ (11,695,359) (13,514,526)
------------- -------------
NET INCREASE (DECREASE) IN NET ASSETS ................................................ (10,944,524) (73,385,169)
NET ASSETS
Beginning of period .................................................................. 160,224,077 233,609,246
------------- -------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $805,184 AND $478,
RESPECTIVELY) ...................................................................... $ 149,279,553 $ 160,224,077
============= =============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
6/30/02 -----------------------------------------------
(UNAUDITED) 2001 2000 1999 1998 1997
----------- ------ ------ ------ ------ ------

Net asset value, beginning of period ............... $ 9.78 $13.25 $17.19 $15.46 $14.53 $14.52
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ..................... 0.09 0.06 0.08 0.23 0.12(1) 0.12(1)
Net realized and unrealized gain (loss) .......... (0.03) (3.23) (2.77) 4.13 3.94 1.61
------ ------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ............... 0.06 (3.17) (2.69) 4.36 4.06 1.73
------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ............. (0.04) -- (0.06) (0.39) -- (0.22)
Distributions from net realized gains ............ -- (0.30) (1.19) (2.24) (3.13) (1.50)
------ ------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS ............................ (0.04) (0.30) (1.25) (2.63) (3.13) (1.72)
------ ------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE .......................... 0.02 (3.47) (3.94) 1.73 0.93 0.01
------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD ..................... $ 9.80 $ 9.78 $13.25 $17.19 $15.46 $14.53
====== ====== ====== ====== ====== ======
Total return ....................................... 0.62%(3) (24.04)% (15.81)% 29.49% 27.92% 12.04%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ............ $149,280 $160,224 $233,609 $298,973 $241,915 $194,108
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses ............................... 1.03%(2) 1.02% 1.02% 1.01% 0.98% 1.01%
Net investment income ............................ 1.83%(2) 0.72% 0.54% 0.81% 0.72% 0.72%
Portfolio turnover ................................. 16%(3) 74% 94% 79% 93% 184%

<FN>
(1) Computed using average shares outstanding.
(2) Annualized.
(3) Not annualized.
</FN>

See Notes to Financial Statements

PHOENIX-ABERDEEN NEW ASIA SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
--------- -----------

FOREIGN COMMON STOCKS--90.5%
AUSTRALIA--9.2%
BRL Hardy Ltd. (Brewers) ................................ 70,000 $ 354,059
Leighton Holdings Ltd. (Construction & Engineering) ..... 55,916 326,141
QBE Insurance Group Ltd. (Property & Casualty
Insurance) ............................................ 117,261 437,094
Rio Tinto Ltd. (Diversified Metals & Mining) ............ 18,000 338,711
-----------
1,456,005
-----------
CHINA--4.9%
PetroChina Co. Ltd. (Integrated Oil & Gas) .............. 1,750,000 372,450
Zhejiang Expressway Co. Ltd. (Highways &
Railtracks) ........................................... 1,200,000 407,707
-----------
780,157
-----------
HONG KONG--16.1%
China Mobile (Hong Kong) Ltd. (Wireless
Telecommunication Services) (b) ....................... 125,000 370,206
Dah Sing Financial Group (Banks) ........................ 63,000 306,935
Giordano International Ltd. (Apparel Retail) ............ 838,000 515,712
Hong Kong Exchanges & Clearing Ltd. (Diversified
Financial Services) ................................... 166,000 273,485
MTR Corp. Ltd. (Railroads) .............................. 170,000 220,136
Swire Pacific Ltd. Class B (Multi-Sector Holdings) ...... 780,000 575,021
Wing Hang Bank Ltd. (Banks) ............................. 90,000 298,280
-----------
2,559,775
-----------
INDIA--6.3%
Bharat Petroleum Corp. Ltd. (Oil & Gas Refining,
Marketing & Transportation) ........................... 72,000 393,537
Gas Authority of India Ltd. GDR (Gas Utilities) ......... 35,000 319,375
ICICI Bank Ltd. (Diversified Financial Services) ........ 87,750 246,771
Videsh Sanchar Nigam Ltd. ADR (Integrated
Telecommunication Services) ........................... 7,542 46,006
-----------
1,005,689
-----------
INDONESIA--3.3%
PT Unilever Indonesia Tbk (Household Products) .......... 218,000 517,933
-----------

MALAYSIA--6.3%
Malaysian Oxygen Berhad (Specialty Chemicals) ........... 150,000 394,747
Public Bank Berhad (Banks) .............................. 350,000 318,693
Sime UEP Properties Berhad (Homebuilding) ............... 250,000 289,481
-----------
1,002,921
-----------
PHILIPPINES--2.9%
Ayala Land, Inc. (Real Estate Management &
Development) .......................................... 2,250,000 250,381
Bank of the Philippine Islands (Banks) .................. 220,500 210,320
-----------
460,701
-----------
SINGAPORE--13.0%
City Developments Ltd. (Real Estate Management &
Development) .......................................... 100,000 322,633
Oversea-Chinese Banking Corp. Ltd. (Banks) .............. 69,000 456,951
Robinson & Co., Ltd. (Department Stores) ................ 125,000 382,066
Singapore Airlines Ltd. (Airlines) ...................... 45,000 328,577
United Overseas Bank Ltd. (Banks) ....................... 78,400 563,579
-----------
2,053,806
-----------

SHARES VALUE
--------- -----------

SOUTH KOREA--11.3%
Hyundai Motor Co. Ltd. (Automobile Manufacturers) ....... 22,000 $ 241,404
Kookmin Bank (Banks) .................................... 15,000 728,203
KT Corp. (Integrated Telecommunication Services) ........ 12,000 481,811
POSCO (Steel) ........................................... 3,000 332,929
-----------
1,784,347
-----------
SRI LANKA--1.8%
Keells (John) Holdings Ltd. (Packaged Foods and
Meats) ................................................ 200,000 132,117
National Development Bank Ltd. (Banks) .................. 150,000 138,879
NDB Ltd. (Banks) ........................................ 196,500 20,442
-----------
291,438
-----------
TAIWAN--7.5%
Fubon Financial Holding Co. Ltd. (Semiconductors) ....... 370,000 369,901
SinoPac Holdings Co. (Diversified Financial
Services) (b) ......................................... 978,611 427,662
Standard Foods Taiwan Ltd. GDR (Packaged Foods
and Meats) ............................................ 52,447 72,115
Taiwan Cellular Corp. (Wireless Telecommunication
Services) ............................................. 250,000 319,526
-----------
1,189,204
-----------
THAILAND--5.9%
Hana Microelectronics Public Co., Ltd. (Electronic
Equipment & Instruments) .............................. 180,800 306,930
Phatra Insurance Public Co., Ltd. (Property & Casualty
Insurance) ............................................ 71,600 246,548
PTT Exploration and Production Public Co. Ltd. (Oil &
Gas Exploration & Production) ......................... 135,000 380,340
-----------
933,818
-----------
UNITED KINGDOM--2.0%
Rowe Evans Investments Group plc (Agricultural
Products) ............................................. 200,000 321,632
-----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $13,780,045) ...................................... 14,357,426
-----------
FOREIGN PREFERRED STOCKS--4.9%
SOUTH KOREA--4.9%
Samsung Electronics Co. Ltd. Pfd. (Semiconductors) ...... 5,750 779,119
-----------
TOTAL FOREIGN PREFERRED STOCKS
(Identified cost $453,424) ......................................... 779,119
-----------
TOTAL LONG TERM INVESTMENTS--95.4%
(Identified cost $14,233,469) ...................................... 15,136,545
-----------

STANDARD PAR
& POOR'S VALUE
RATING (000)
---------- -------

SHORT-TERM OBLIGATIONS--5.5%
COMMERCIAL PAPER--5.5%
Receivables Capital Corp. 1.90%, 7/1/02 .... A-1+ $ 620 620,000
Ciesco LP 1.90%, 7/2/02 .................... A-1+ 250 249,987
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $869,987) ......................................... 869,987
-----------
TOTAL INVESTMENTS--100.9%
(Identified Cost $15,103,456) ...................................... 16,006,532(a)
Other assets and liabilities, net--(0.9)% .......................... (136,718)
-----------
NET ASSETS--100.0% ................................................... $15,869,814
===========

<FN>
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $2,376,774 and gross
depreciation of $1,619,511 for federal income tax purposes. At June 30,
2002, the aggregate cost of securities for federal income tax purposes was
$15,249,269.
(b) Non-income producing.
</FN>

See Notes to Financial Statements

PHOENIX-ABERDEEN NEW ASIA SERIES

INDUSTRY DIVERSIFICATION
AS A PERCENTAGE OF TOTAL VALUE OF
TOTAL LONG-TERM INVESTMENTS
(UNAUDITED)

Agricultural Products ................................................. 2.1%
Airlines .............................................................. 2.2
Apparel Retail ........................................................ 3.4
Automobile Manufacturers .............................................. 1.6
Banks ................................................................. 20.1
Brewers ............................................................... 2.3
Construction & Engineering ............................................ 2.2
Department Stores ..................................................... 2.5
Diversified Financial Services ........................................ 6.3
Diversified Metals & Mining ........................................... 2.2
Electronic Equipment & Instruments .................................... 2.0
Gas Utilities ......................................................... 2.1
Highways & Railtracks ................................................. 2.7
Homebuilding .......................................................... 1.9
Household Products .................................................... 3.4
Integrated Oil & Gas .................................................. 2.5
Integrated Telecommunication Services ................................. 3.5
Multi-Sector Holdings ................................................. 3.8
Oil & Gas Exploration & Production .................................... 2.5
Oil & Gas Refining, Marketing & Transportation ........................ 2.6
Packaged Foods and Meats .............................................. 1.3
Property & Casualty Insurance ......................................... 4.5
Railroads ............................................................. 1.5
Real Estate Management & Development .................................. 3.8
Semiconductors ........................................................ 7.6
Specialty Chemicals ................................................... 2.6
Steel ................................................................. 2.2
Wireless Telecommunication Services ................................... 4.6
-----
100.0%
=====

See Notes to Financial Statements

PHOENIX-ABERDEEN NEW ASIA SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $15,103,456) ....................... $16,006,532
Cash ............................................................................... 2,927
Foreign currency at value (Identified cost $22,436) ................................ 23,107
Receivables
Dividends and interest ........................................................... 36,216
Fund shares sold ................................................................. 9,854
-----------
Total assets ................................................................... 16,078,636
-----------
LIABILITIES
Payables
Fund shares repurchased .......................................................... 145,857
Printing fee ..................................................................... 21,331
Professional fee ................................................................. 16,260
Financial agent fee .............................................................. 4,468
Trustees' fee .................................................................... 3,717
Investment advisory fee .......................................................... 559
Accrued expenses ................................................................... 16,630
-----------
Total liabilities .............................................................. 208,822
-----------
NET ASSETS ......................................................................... $15,869,814
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $17,263,152
Undistributed net investment income .............................................. 202,155
Accumulated net realized loss .................................................... (2,500,296)
Net unrealized appreciation ...................................................... 904,803
-----------
NET ASSETS ......................................................................... $15,869,814
===========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 1,872,647
===========
Net asset value and offering price per share ....................................... $8.47
=====

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends ................................................................................................ $ 336,978
Interest ................................................................................................. 4,942
Foreign taxes withheld ................................................................................... (14,114)
----------
Total investment income ................................................................................ 327,806
----------
EXPENSES
Investment advisory fee .................................................................................. 73,358
Financial agent fee ...................................................................................... 26,101
Custodian ................................................................................................ 41,432
Professional ............................................................................................. 14,205
Printing ................................................................................................. 6,993
Trustees ................................................................................................. 3,455
Miscellaneous ............................................................................................ 3,219
----------
Total expenses ......................................................................................... 168,763
Less expenses borne by investment adviser .............................................................. (72,050)
----------
Net expenses ........................................................................................... 96,713
----------
NET INVESTMENT INCOME ...................................................................................... 231,093
----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .......................................................................... (187,268)
Net realized loss on foreign currency transactions ....................................................... (5,257)
Net change in unrealized appreciation (depreciation) on investments ...................................... 2,023,340
Net change in unrealized appreciation (depreciation) on foreign currency and foreign currency transactions 275
----------
NET GAIN ON INVESTMENTS .................................................................................... 1,831,090
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ....................................................... $2,062,183
==========

See Notes to Financial Statements

PHOENIX-ABERDEEN NEW ASIA SERIES

STATEMENT OF CHANGES IN NET ASSETS
SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
----------- -----------

FROM OPERATIONS
Net investment income (loss) ................................................................... $ 231,093 $ 312,722
Net realized gain (loss) ....................................................................... (192,525) (999,075)
Net change in unrealized appreciation (depreciation) ........................................... 2,023,615 855,407
----------- -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .................................... 2,062,183 169,054
----------- -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income .......................................................................... (149,577) (289,069)
----------- -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ...................................... (149,577) (289,069)
----------- -----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (1,484,532 and 2,340,672 shares, respectively) ................... 12,569,929 16,679,198
Net asset value of shares issued from reinvestment of distributions (17,875 and 40,074 shares,
respectively) ................................................................................ 149,577 289,069
Cost of shares repurchased (1,472,324 and 2,344,849 shares, respectively) ...................... (12,337,464) (16,761,270)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ...................................... 382,042 206,997
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS .......................................................... 2,294,648 86,982
NET ASSETS
Beginning of period ............................................................................ 13,575,166 13,488,184
----------- -----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $202,155 AND $120,639,
RESPECTIVELY) ................................................................................ $15,869,814 $13,575,166
=========== ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
6/30/02 -----------------------------------------------
(UNAUDITED) 2001 2000 1999 1998 1997
----------- ------ ------ ------ ------ ------

Net asset value, beginning of period ............... $ 7.37 $ 7.47 $ 9.16 $ 6.13 $ 6.44 $ 9.96
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ..................... 0.12 0.19 0.22 0.11(2) 0.13(2) 0.15
Net realized and unrealized gain (loss) .......... 1.06 (0.12) (1.67) 3.00 (0.41) (3.36)
------ ------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ............... 1.18 0.07 (1.45) 3.11 (0.28) (3.21)
------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ............. (0.08) (0.17) (0.24) (0.08) (0.03) (0.25)
Distributions from net realized gains ............ -- -- -- -- -- (0.01)
Tax return of capital ............................ -- -- -- -- -- (0.05)
------ ------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS ............................ (0.08) (0.17) (0.24) (0.08) (0.03) (0.31)
------ ------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE .......................... 1.10 (0.10) (1.69) 3.03 (0.31) (3.52)
------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD ..................... $ 8.47 $ 7.37 $ 7.47 $ 9.16 $ 6.13 $ 6.44
====== ====== ====== ====== ====== ======
Total return ....................................... 16.13%(4) 1.02% (15.96)% 50.96% (4.44)% (32.39)%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ............ $15,870 $13,575 $13,488 $17,838 $9,510 $10,017
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1) ............................ 1.32%(3) 1.25% 1.25% 1.25% 1.25% 1.25%
Net investment income ............................ 3.15%(3) 2.44% 2.42% 1.49% 2.09% 1.63%
Portfolio turnover ................................. 10%(4) 46% 60% 35% 46% 27%

<FN>
(1) If the investment adviser had not waived fees and reimbursed expenses, the ratio of operating expenses to average
net assets would have been 2.30%, 2.41%, 2.41%, 2.39%, 2.50% and 2.00% for the periods ended June 30, 2002,
December 31, 2001, 2000, 1999, 1998 and 1997, respectively.
(2) Computed using average shares outstanding.
(3) Annualized.
(4) Not annualized.
</FN>

See Notes to Financial Statements

PHOENIX-AIM MID-CAP EQUITY SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
------ ----------

COMMON STOCKS--82.0%
ADVERTISING--1.3%
Omnicom Group, Inc. .................................. 1,600 $ 73,280
----------
AEROSPACE & DEFENSE--3.0%
Northrop Grumman Corp. ............................... 600 75,000
Raytheon Co. ......................................... 2,300 93,725
----------
168,725
----------
APPLICATION SOFTWARE--1.3%
Mentor Graphics Corp. (b) ............................ 2,200 31,284
PeopleSoft, Inc. (b) ................................. 2,800 41,664
----------
72,948
----------
AUTO PARTS & EQUIPMENT--1.0%
Gentex Corp. (b) ..................................... 2,000 54,940
----------
BANKS--1.3%
Marshall & Ilsley Corp. .............................. 1,200 37,116
TCF Financial Corp. .................................. 700 34,370
----------
71,486
----------
BREWERS--1.3%
Coors (Adolph) Co. Class B ........................... 1,200 74,760
----------
CONSTRUCTION MATERIALS--0.8%
Martin Marietta Materials, Inc. ...................... 1,200 46,800
----------
DATA PROCESSING SERVICES--2.3%
Ceridian Corp. (b) ................................... 5,500 104,390
Certegy, Inc. (b) .................................... 600 22,266
----------
126,656
----------
DIVERSIFIED CHEMICALS--0.9%
Engelhard Corp. ...................................... 1,700 48,144
----------
DIVERSIFIED COMMERCIAL SERVICES--4.7%
Block (H&R), Inc. .................................... 1,600 73,840
Convergys Corp. (b) .................................. 4,500 87,660
IMS Health, Inc. ..................................... 5,700 102,315
----------
263,815
----------
DIVERSIFIED FINANCIAL SERVICES--2.3%
Ambac Financial Group, Inc. .......................... 700 47,040
Principal Financial Group (The), Inc. (b) ............ 2,700 83,700
----------
130,740
----------
ELECTRIC UTILITIES--1.7%
Wisconsin Energy Corp. ............................... 3,800 96,026
----------
ELECTRICAL COMPONENTS & EQUIPMENT--1.8%
Molex, Inc. Class A .................................. 1,900 52,117
Rockwell Automation, Inc. ............................ 2,500 49,950
----------
102,067
----------
ELECTRONIC EQUIPMENT & INSTRUMENTS--6.4%
Amphenol Corp. Class A (b) ........................... 1,800 64,800
Diebold, Inc. ........................................ 1,300 48,412
Millipore Corp. (b) .................................. 1,400 44,772
Roper Industries, Inc. ............................... 1,500 55,950
Vishay Intertechnology, Inc. (b) ..................... 2,500 55,000
Waters Corp. (b) ..................................... 3,500 93,450
----------
362,384
----------
ENVIRONMENTAL SERVICES--1.7%
Republic Services, Inc. (b) .......................... 5,000 95,350
----------
FOOTWEAR--1.0%
NIKE, Inc. Class B ................................... 1,000 53,650
----------

SHARES VALUE
------ ----------

FOREST PRODUCTS--0.6%
Louisiana-Pacific Corp. .............................. 3,000 $ 31,770
----------
GENERAL MERCHANDISE STORES--0.8%
Family Dollar Stores, Inc. ........................... 1,200 42,300
----------
HEALTH CARE DISTRIBUTORS & SERVICES--1.2%
Quest Diagnostics, Inc. (b) .......................... 800 68,840
----------
HEALTH CARE EQUIPMENT--5.3%
Apogent Technologies, Inc. (b) ....................... 5,700 117,249
Bard (C.R.), Inc. .................................... 1,000 56,580
Beckman Coulter, Inc. ................................ 1,700 84,830
St. Jude Medical, Inc. (b) ........................... 500 36,925
----------
295,584
----------
HOME FURNISHINGS--1.2%
Mohawk Industries, Inc. (b) .......................... 1,053 64,791
----------
HOUSEHOLD APPLIANCES--2.0%
Black & Decker Corp. (The) ........................... 1,100 53,020
Stanley Works (The) .................................. 1,500 61,515
----------
114,535
----------
HOUSEHOLD PRODUCTS--2.4%
Clorox Co. (The) ..................................... 1,100 45,485
Dial Corp. (The) ..................................... 4,600 92,092
----------
137,577
----------
HOUSEWARES & SPECIALTIES--1.9%
Fortune Brands, Inc. ................................. 1,000 56,000
Newell Rubbermaid, Inc. .............................. 1,400 49,084
----------
105,084
----------
INDUSTRIAL MACHINERY--6.2%
Dover Corp. .......................................... 3,000 105,000
ITT Industries, Inc. ................................. 700 49,420
Kennametal, Inc. ..................................... 1,000 36,600
Pentair, Inc. ........................................ 1,100 52,888
SPX Corp. (b) ........................................ 900 105,750
----------
349,658
----------
IT CONSULTING & SERVICES--0.8%
Affiliated Computer Services, Inc. Class A (b) ....... 900 42,732
----------
LEISURE PRODUCTS--3.3%
Brunswick Corp. ...................................... 5,000 140,000
Mattel, Inc. ......................................... 2,200 46,376
----------
186,376
----------
MANAGED HEALTH CARE--1.0%
WellPoint Health Networks, Inc. (b) .................. 700 54,467
----------
METAL & GLASS CONTAINERS--0.8%
Pactiv Corp. (b) ..................................... 1,900 45,220
----------
OFFICE ELECTRONICS--1.5%
Zebra Technologies Corp. Class A (b) ................. 1,700 81,974
----------
OFFICE SERVICES & SUPPLIES--1.2%
Miller (Herman), Inc. ................................ 3,300 66,990
----------
OIL & GAS EQUIPMENT & SERVICES--1.7%
BJ Services Co. (b) .................................. 1,000 33,880
Cooper Cameron Corp. (b) ............................. 600 29,052
Weatherford International Ltd (b) .................... 800 34,560
----------
97,492
----------
OIL & GAS REFINING, MARKETING & TRANSPORTATION--0.5%
Valero Energy Corp. .................................. 800 29,936
----------

See Notes to Financial Statements

PHOENIX-AIM MID-CAP EQUITY SERIES

SHARES VALUE
------ ----------

PERSONAL PRODUCTS--0.7%
Avon Products, Inc. .................................. 800 $ 41,792
----------
PHARMACEUTICALS--0.7%
Watson Pharmaceuticals, Inc. (b) ..................... 1,500 37,905
----------
PROPERTY & CASUALTY INSURANCE--2.0%
MGIC Investment Corp. ................................ 800 54,240
Odyssey Re Holdings Corp. ............................ 3,400 59,126
----------
113,366
----------
RAILROADS--0.8%
Norfolk Southern Corp. ............................... 2,000 46,760
----------
RESTAURANTS--1.7%
Jack in the Box, Inc. (b) ............................ 1,600 50,880
Outback Steakhouse, Inc. (b) ......................... 1,300 45,630
----------
96,510
----------
SEMICONDUCTOR EQUIPMENT--0.7%
FEI Co. (b) .......................................... 1,700 41,667
----------
SEMICONDUCTORS--2.2%
Integrated Device Technology, Inc. (b) ............... 1,900 34,466
Lattice Semiconductor Corp. (b) ...................... 4,500 39,330
Microchip Technology, Inc. (b) ....................... 1,800 49,374
----------
123,170
----------
SPECIALTY CHEMICALS--2.6%
Cambrex Corp. ........................................ 1,100 44,110
OM Group, Inc. ....................................... 700 43,400
Rohm & Haas Co. ...................................... 1,400 56,686
----------
144,196
----------
SPECIALTY STORES--0.7%
Barnes & Noble, Inc. (b) ............................. 1,500 39,645
----------
SYSTEMS SOFTWARE--3.6%
BMC Software, Inc. (b) ............................... 4,700 78,020
Computer Associates International, Inc. .............. 6,900 109,641
Wind River Systems, Inc. (b) ......................... 3,100 15,531
----------
203,192
----------
TELECOMMUNICATIONS EQUIPMENT--1.1%
Advanced Fibre Communications, Inc. (b) .............. 3,700 61,198
----------
TOTAL COMMON STOCKS
(Identified cost $4,622,711) .................................... 4,606,498
----------
FOREIGN COMMON STOCKS--3.6%

INDUSTRIAL MACHINERY--0.9%
Mettler-Toledo International, Inc. (Switzerland) (b) . 1,300 47,931
----------
OIL & GAS DRILLING--0.5%
Noble Corp. (Cayman Islands) (b) ..................... 800 30,880
----------
PHARMACEUTICALS--1.4%
Teva Pharmaceutical Industries Ltd. ADR (Israel) ..... 1,200 80,136
----------
PROPERTY & CASUALTY INSURANCE--0.8%
XL Capital Ltd. Class A (Bermuda) .................... 500 42,350
----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $209,103) ...................................... 201,297
----------
TOTAL LONG TERM INVESTMENTS--85.6%
(Identified cost $4,831,814) .................................... 4,807,795
----------

STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
-------- ----- ---------

SHORT-TERM OBLIGATIONS--16.5%
FEDERAL AGENCY SECURITIES--16.5%
FHLB Discount Note 1.87%, 7/1/02 AAA $ 930 $ 930,000
----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $930,000) 930,000
----------
TOTAL INVESTMENTS--102.1%
(Identified Cost $5,761,814) 5,737,795(a)
Other assets and liabilities, net--(2.1)% (120,715)
----------
NET ASSETS--100.0% $5,617,080
==========

<FN>
(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $337,161 and gross
depreciation of $362,759 for federal income tax purposes. At June 30, 2002,
the aggregate cost of securities for federal income tax purposes was
$5,763,393.
(b) Non-income producing.
</FN>

See Notes to Financial Statements

PHOENIX-AIM MID-CAP EQUITY SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $5,761,814) .......................... $5,737,795
Cash ................................................................................. 173
Receivables
Investment securities sold ......................................................... 34,805
Fund shares sold ................................................................... 17,976
Receivable from adviser ............................................................ 5,694
Dividends and interest ............................................................. 1,131
----------
Total assets ..................................................................... 5,797,574
----------
LIABILITIES
Payables
Investment securities purchased .................................................... 146,376
Fund shares repurchased ............................................................ 82
Professional fee ................................................................... 20,896
Financial agent fee ................................................................ 3,745
Trustees' fee ...................................................................... 2,183
Accrued expenses ..................................................................... 7,212
----------
Total liabilities ................................................................ 180,494
----------
NET ASSETS ......................................................................... $5,617,080
==========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................... $5,567,473
Accumulated net investment loss .................................................... (3,539)
Accumulated net realized gain ...................................................... 77,165
Net unrealized depreciation ........................................................ (24,019)
----------
NET ASSETS ........................................................................... $5,617,080
==========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ..... 536,617
==========
Net asset value and offering price per share ......................................... $10.47
======

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends .......................................................................... $ 12,942
Interest ........................................................................... 7,693
Foreign tax withheld ............................................................... (30)
---------
Total investment income .......................................................... 20,605
---------
EXPENSES
Investment advisory fee ............................................................ 19,912
Financial agent fee ................................................................ 21,965
Professional ....................................................................... 15,278
Custodian .......................................................................... 7,276
Trustees ........................................................................... 3,455
Printing ........................................................................... 2,605
Miscellaneous ...................................................................... 2,833
---------
Total expenses ................................................................... 73,324
Less expenses borne by investment adviser ........................................ (48,256)
Custodian fees paid indirectly ................................................... (6)
---------
Net expenses ..................................................................... 25,062
---------
NET INVESTMENT LOSS .................................................................. (4,457)
---------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities .................................................... 78,084
Net change in unrealized appreciation (depreciation) on investments ................ (235,330)
---------
NET LOSS ON INVESTMENTS .............................................................. (157,246)
---------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ................................. $(161,703)
=========

See Notes to Financial Statements

PHOENIX-AIM MID-CAP EQUITY SERIES

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS
ENDED FROM INCEPTION
6/30/02 10/29/01 TO
(UNAUDITED) 12/31/01
----------- --------------

FROM OPERATIONS
Net investment income (loss) ..................................................................... $ (4,457) $ 918
Net realized gain (loss) ......................................................................... 78,084 5,491
Net change in unrealized appreciation (depreciation) ............................................. (235,330) 211,311
----------- -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ...................................... (161,703) 217,720
----------- -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net realized short term gain ..................................................................... (6,410) --
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ............................. (6,410) --
----------- -----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (220,494 and 353,886 shares, respectively) ......................... 2,433,760 3,552,216
Net asset value of shares issued from reinvestment of distributions
(617 and 0 shares, respectively) ............................................................... 6,410 --
Cost of shares repurchased (36,625 and 1,755 shares, respectively) ............................... (407,052) (17,861)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ........................................ 2,033,118 3,534,355
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS ............................................................ 1,865,005 3,752,075
NET ASSETS
Beginning of period .............................................................................. 3,752,075 --
----------- -----------
END OF PERIOD (INCLUDING ACCUMULATED NET INVESTMENT LOSS OF $(3,539) AND UNDISTRIBUTED
NET INVESTMENT INCOME OF $918), RESPECTIVELY ................................................... $ 5,617,080 $ 3,752,075
=========== ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS
ENDED FROM INCEPTION
6/30/02 10/29/01 TO
(UNAUDITED) 12/31/01
----------- --------------
Net asset value, beginning of period ........... $10.66 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ................. (0.01) --(4)
Net realized and unrealized gain (loss) ...... (0.17) 0.66
------ ------
TOTAL FROM INVESTMENT OPERATIONS ........... (0.18) 0.66
------ ------
LESS DISTRIBUTIONS
Distributions from net realized gains ........ (0.01) --
------ ------
TOTAL DISTRIBUTIONS ........................ (0.01) --
------ ------
CHANGE IN NET ASSET VALUE ...................... (0.19) 0.66
------ ------
NET ASSET VALUE, END OF PERIOD ................. $10.47 $10.66
====== ======
Total return ................................... (1.64)%(3) 6.55%(3)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ........ $5,617 $3,752
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1) ........................ 1.07%(2)(5) 1.05%(2)
Net investment income ........................ (0.19)%(2) 0.16%(2)
Portfolio turnover ............................. 25%(3) 12%(3)

(1) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 3.13% and
7.13% for the periods ended June 30, 2002 and December 31, 2001,
respectively.
(2) Annualized.
(3) Not annualized.
(4) Amount is less than $0.01.
(5) 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.

See Notes to Financial Statements

PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
-------- ----------

COMMON STOCKS--89.8%
BANKS--10.8%
Bank of America Corp. ................................ 1,400 $ 98,504
Bank One Corp. ....................................... 1,700 65,416
FleetBoston Financial Corp. .......................... 2,000 64,700
Golden West Financial Corp. .......................... 1,000 68,780
National City Corp. .................................. 1,500 49,875
Wachovia Corp. ....................................... 1,900 72,542
Washington Mutual, Inc. .............................. 2,500 92,775
----------
512,592
----------
BIOTECHNOLOGY--1.0%
Amgen, Inc. (b) ...................................... 1,100 46,068
----------
BROADCASTING & CABLE TV--1.6%
Comcast Corp. Class A (b) ............................ 3,200 76,288
----------
COMPUTER HARDWARE--3.0%
Dell Computer Corp. (b) .............................. 2,900 75,806
Hewlett-Packard Co. .................................. 4,200 64,176
----------
139,982
----------
CONSUMER FINANCE--1.8%
MBNA Corp. ........................................... 2,600 85,982
----------
DEPARTMENT STORES--4.0%
Federated Department Stores, Inc. (b) ................ 900 35,730
Kohl's Corp. (b) ..................................... 1,900 133,152
Sears, Roebuck and Co. ............................... 400 21,720
----------
190,602
----------
DIVERSIFIED CHEMICALS--2.8%
Dow Chemical Co. (The) ............................... 2,100 72,198
Du Pont (E.I.) de Nemours & Co. ...................... 1,300 57,720
----------
129,918
----------
DIVERSIFIED FINANCIAL SERVICES--8.5%
Citigroup, Inc. ...................................... 3,300 127,875
Freddie Mac .......................................... 2,100 128,520
Goldman Sachs Group, Inc. (The) ...................... 650 47,677
Lehman Brothers Holdings, Inc. ....................... 1,000 62,520
Morgan Stanley ....................................... 800 34,464
----------
401,056
----------
DRUG RETAIL--2.1%
Walgreen Co. ......................................... 2,600 100,438
----------
ELECTRIC UTILITIES--3.2%
Ameren Corp. ......................................... 1,200 51,612
American Electric Power Co., Inc. .................... 1,800 72,036
Cinergy Corp. ........................................ 800 28,792
----------
152,440
----------
ELECTRICAL COMPONENTS & EQUIPMENT--0.5%
Cooper Industries Ltd. Class A ....................... 600 23,580
----------
ELECTRONIC EQUIPMENT & INSTRUMENTS--1.2%
Solectron Corp. (b) .................................. 7,100 43,665
Tech Data Corp. (b) .................................. 300 11,355
----------
55,020
----------
GENERAL MERCHANDISE STORES--2.5%
Target Corp. ......................................... 1,800 68,580
Wal-Mart Stores, Inc. ................................ 900 49,509
----------
118,089
----------

SHARES VALUE
-------- ----------

HEALTH CARE DISTRIBUTORS & SERVICES--1.3%
Cardinal Health, Inc. ................................ 1,000 $ 61,410
----------
HEALTH CARE FACILITIES--1.2%
Tenet Healthcare Corp. (b) ........................... 800 57,240
----------
HOME FURNISHINGS--0.8%
Leggett & Platt, Inc. ................................ 1,600 37,440
----------
HOME IMPROVEMENT RETAIL--2.5%
Home Depot, Inc. (The) ............................... 3,200 117,536
----------
HOMEBUILDING--0.6%
Centex Corp. ......................................... 500 28,895
----------
HOUSEHOLD APPLIANCES--0.7%
Whirlpool Corp. ...................................... 500 32,680
----------
INDUSTRIAL CONGLOMERATES--2.5%
General Electric Co. ................................. 4,000 116,200
----------
INDUSTRIAL MACHINERY--0.6%
Eaton Corp. .......................................... 400 29,100
----------
INTEGRATED OIL & GAS--4.2%
Conoco, Inc. ......................................... 900 25,020
Occidental Petroleum Corp. ........................... 2,400 71,976
Phillips Petroleum Co. ............................... 1,700 100,096
----------
197,092
----------
INTEGRATED TELECOMMUNICATION SERVICES--0.7%
Qwest Communications International, Inc. (b) ......... 11,100 31,080
WorldCom, Inc. - WorldCom Group (b)(c) ............... 18,100 1,629
----------
32,709
----------
IT CONSULTING & SERVICES--1.2%
Electronic Data Systems Corp. ........................ 1,500 55,725
----------
MANAGED HEALTH CARE--4.5%
CIGNA Corp. .......................................... 500 48,710
UnitedHealth Group, Inc. ............................. 1,800 164,790
----------
213,500
----------
METAL & GLASS CONTAINERS--0.7%
Smurfit-Stone Container Corp. (b) .................... 2,000 30,840
----------
MOVIES & ENTERTAINMENT--3.1%
AOL Time Warner, Inc. (b) ............................ 2,600 38,246
Viacom, Inc. Class B (b) ............................. 2,400 106,488
----------
144,734
----------
MULTI-LINE INSURANCE--2.0%
American International Group, Inc. ................... 1,400 95,522
----------
PAPER PRODUCTS--2.1%
Georgia-Pacific Corp. ................................ 800 19,664
International Paper Co. .............................. 1,825 79,534
----------
99,198
----------
PHARMACEUTICALS--6.5%
Johnson & Johnson .................................... 800 41,808
Pfizer, Inc. ......................................... 5,800 203,000
Pharmacia Corp. ...................................... 1,700 63,665
----------
308,473
----------
PROPERTY & CASUALTY INSURANCE--1.3%
Allstate Corp. (The) ................................. 1,700 62,866
----------
PUBLISHING & PRINTING--0.3%
New York Times Co. (The) Class A ..................... 300 15,450
----------

See Notes to Financial Statements

PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE SERIES

SHARES VALUE
-------- ----------

RAILROADS--1.8%
Burlington Northern Santa Fe Corp. ................... 2,900 $ 87,000
----------
SEMICONDUCTORS--1.9%
Intel Corp. .......................................... 4,915 89,797
----------
SYSTEMS SOFTWARE--2.4%
Microsoft Corp. (b) .................................. 2,100 114,870
----------
TELECOMMUNICATIONS EQUIPMENT--1.1%
Corning, Inc. (b) .................................... 6,200 22,010
Tellabs, Inc. (b) .................................... 4,800 29,760
----------
51,770
----------
TOBACCO--0.6%
Philip Morris Cos., Inc. ............................. 650 28,392
----------
TRADING COMPANIES & DISTRIBUTORS--1.6%
Genuine Parts Co. .................................... 2,200 76,714
----------
WIRELESS TELECOMMUNICATION SERVICES--0.6%
Sprint Corp. (PCS Group) (b) ......................... 6,400 28,608
----------
TOTAL COMMON STOCKS
(Identified cost $4,754,470) .................................... 4,245,816
----------
FOREIGN COMMON STOCKS--3.4%
AUTO PARTS & EQUIPMENT--1.3%
Magna International, Inc. Class A (Canada) ........... 900 61,965
----------
TELECOMMUNICATIONS EQUIPMENT--2.1%
Nokia Oyj ADR (Finland) .............................. 5,500 79,640
Nortel Networks Corp. (Canada) (b) ................... 14,600 21,170
----------
100,810
----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $191,715) ...................................... 162,775
----------
TOTAL LONG TERM INVESTMENTS--93.2%
(Identified cost $4,946,185) .................................... 4,408,591
----------

PAR
VALUE
(000) VALUE
------- ----------

SHORT-TERM OBLIGATIONS--4.9%
MONEY MARKET MUTUAL FUNDS--4.9%
SSgA Money Market Fund (1.65% seven day
effective yield) ................................... $ 232 $ 231,588
----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $231,588) ...................................... 231,588
----------
TOTAL INVESTMENTS--98.1%
(Identified Cost $5,177,773) .................................... 4,640,179(a)
Other assets and liabilities, net--1.9% ......................... 87,667
----------
NET ASSETS--100.0% ................................................ $4,727,846
==========

<FN>
(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $249,761 and gross
depreciation of $799,652 for federal income tax purposes. At June 30, 2002,
the aggregate cost of securities for federal income tax purposes was
$5,190,070.
(b) Non-income producing.
(c) Illiquid. Security valued at fair value as determined in good faith by or
under the direction of the Trustees. At June 30, 2002, this security
amounted to a value of $1,629 or 0.03% of net assets.
</FN>

See Notes to Financial Statements

PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $5,177,773) .......................... $4,640,179
Cash ................................................................................. 94,249
Receivables
Fund shares sold ................................................................... 22,516
Dividends and interest ............................................................. 6,725
Receivable from adviser ............................................................ 5,734
----------
Total assets ..................................................................... 4,769,403
----------
LIABILITIES
Payables
Fund shares repurchased ............................................................ 6,693
Professional fee ................................................................... 20,433
Printing fee ....................................................................... 8,434
Financial agent fee ................................................................ 3,724
Trustees' fee ...................................................................... 1,721
Accrued expenses ..................................................................... 552
----------
Total liabilities ................................................................ 41,557
----------
NET ASSETS ........................................................................... $4,727,846
==========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................... $5,339,069
Undistributed net investment income ................................................ 8,871
Accumulated net realized loss ...................................................... (82,500)
Net unrealized depreciation ........................................................ (537,594)
----------
NET ASSETS ........................................................................... $4,727,846
==========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ..... 526,350
==========
Net asset value and offering price per share ......................................... $8.98
=====

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends .......................................................................... $ 30,341
Interest ........................................................................... 1,831
Foreign taxes withheld ............................................................. (274)
---------
Total investment income .......................................................... 31,898
---------
EXPENSES
Financial agent fee ................................................................ 21,850
Investment advisory fee ............................................................ 18,325
Professional ....................................................................... 14,815
Custodian .......................................................................... 4,338
Trustees ........................................................................... 3,455
Printing ........................................................................... 3,125
Miscellaneous ...................................................................... 2,826
---------
Total expenses ................................................................... 68,734
Less expenses borne by investment adviser ........................................ (45,707)
---------
Net expenses ..................................................................... 23,027
---------
NET INVESTMENT INCOME ................................................................ 8,871
---------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .................................................... (81,557)
Net change in unrealized appreciation (depreciation) on investments ................ (720,253)
---------
NET LOSS ON INVESTMENTS .............................................................. (801,810)
---------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ................................. $(792,939)
=========

See Notes to Financial Statements

PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE SERIES

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS
ENDED FROM INCEPTION
6/30/02 10/29/01 TO
(UNAUDITED) 12/31/01
----------- --------------

FROM OPERATIONS
Net investment income (loss) ................................................................... $ 8,871 $ 4,057
Net realized gain (loss) ....................................................................... (81,557) (943)
Net change in unrealized appreciation (depreciation) ........................................... (720,253) 182,659
---------- ----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .................................... (792,939) 185,773
---------- ----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income .......................................................................... -- (4,117)
---------- ----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ...................................... -- (4,117)
---------- ----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (217,112 and 346,666 shares, respectively) ....................... 2,188,540 3,524,549
Net asset value of shares issued from reinvestment of distributions (0 and 384 shares,
respectively) ................................................................................ -- 4,117
Cost of shares repurchased (37,484 and 328 shares, respectively) ............................... (374,604) (3,473)
---------- ----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ...................................... 1,813,936 3,525,193
---------- ----------
NET INCREASE (DECREASE) IN NET ASSETS .......................................................... 1,020,997 3,706,849
NET ASSETS
Beginning of period ............................................................................ 3,706,849 --
---------- ----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $8,871 AND $0,
RESPECTIVELY) ................................................................................ $4,727,846 $3,706,849
========== ==========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS
ENDED FROM INCEPTION
6/30/02 10/29/01 TO
(UNAUDITED) 12/31/01
----------- --------------
Net asset value, beginning of period ............ $10.69 $10.00
INCOME FROM INVESTMENT OPERATIONS (4)
Net investment income (loss) .................. 0.02 0.01
Net realized and unrealized gain (loss) ....... (1.73) 0.69
------ ------
TOTAL FROM INVESTMENT OPERATIONS ............ (1.71) 0.70
------ ------
LESS DISTRIBUTIONS
Dividends from net investment income .......... -- (0.01)
------ ------
TOTAL DISTRIBUTIONS ......................... -- (0.01)
------ ------
CHANGE IN NET ASSET VALUE ....................... (1.71) 0.69
------ ------
NET ASSET VALUE, END OF PERIOD .................. $ 8.98 $10.69
====== ======
Total return .................................... (15.98)%(3) 7.03%(3)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ......... $4,728 $3,707
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1) ......................... 1.07%(2) 1.05%(2)
Net investment income ......................... 0.41%(2) 0.80%(2)
Portfolio turnover .............................. 13%(3) 1%(3)

(1) 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
7.93% for the periods ended June 30, 2002 and December 31, 2001,
respectively.
(2) Annualized.
(3) Not annualized.
(4) Per share income from investment operations may vary from anticipated
results depending on the timing of share purchases and redemptions.

See Notes to Financial Statements

PHOENIX-DEUTSCHE DOW 30 SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
------- ----------

COMMON STOCKS--99.1%
AEROSPACE & DEFENSE--10.8%
Boeing Co. (The) ..................................... 15,682 $ 705,690
Honeywell International, Inc. ........................ 15,682 552,477
United Technologies Corp. ............................ 15,682 1,064,808
-----------
2,322,975
-----------
ALUMINUM--2.4%
Alcoa, Inc. .......................................... 15,682 519,858
-----------
AUTOMOBILE MANUFACTURERS--3.9%
General Motors Corp. ................................. 15,682 838,203
-----------
COMPUTER HARDWARE--6.4%
Hewlett-Packard Co. .................................. 15,682 239,621
International Business Machines Corp. ................ 15,682 1,129,104
-----------
1,368,725
-----------
CONSTRUCTION, FARM MACHINERY & HEAVY TRUCKS--3.6%
Caterpillar, Inc. .................................... 15,682 767,634
-----------
DIVERSIFIED CHEMICALS--3.2%
Du Pont (E.I.) de Nemours & Co. ...................... 15,682 696,281
-----------
DIVERSIFIED FINANCIAL SERVICES--7.9%
American Express Co. ................................. 15,682 569,570
Citigroup, Inc. ...................................... 15,682 607,678
J.P. Morgan Chase & Co. .............................. 15,682 531,933
-----------
1,709,181
-----------
GENERAL MERCHANDISE STORES--4.0%
Wal-Mart Stores, Inc. ................................ 15,682 862,667
-----------
HOME IMPROVEMENT RETAIL--2.7%
Home Depot, Inc. (The) ............................... 15,682 576,000
-----------
HOUSEHOLD PRODUCTS--6.5%
Procter & Gamble Co. (The) ........................... 15,682 1,400,403
-----------
INDUSTRIAL CONGLOMERATES--11.1%
3M Co. ............................................... 15,682 1,928,886
General Electric Co. ................................. 15,682 455,562
-----------
2,384,448
-----------
INTEGRATED OIL & GAS--3.0%
Exxon Mobil Corp. .................................... 15,682 641,707
-----------
INTEGRATED TELECOMMUNICATION SERVICES--3.0%
AT&T Corp. ........................................... 15,682 167,797
SBC Communications, Inc. ............................. 15,682 478,301
-----------
646,098
-----------
MOVIES & ENTERTAINMENT--1.4%
Walt Disney Co. (The) ................................ 15,682 296,390
-----------
PAPER PRODUCTS--3.2%
International Paper Co. .............................. 15,682 683,421
-----------

SHARES VALUE
------- ----------

PHARMACEUTICALS--7.5%
Johnson & Johnson .................................... 15,682 $ 819,541
Merck & Co., Inc. .................................... 15,682 794,137
-----------
1,613,678
-----------
PHOTOGRAPHIC PRODUCTS--2.1%
Eastman Kodak Co. .................................... 15,682 457,444
-----------
RESTAURANTS--2.1%
McDonald's Corp. ..................................... 15,682 446,154
-----------
SEMICONDUCTORS--1.3%
Intel Corp. .......................................... 15,682 286,510
-----------
SOFT DRINKS--4.1%
Coca-Cola Co. (The) .................................. 15,682 878,192
-----------
SYSTEMS SOFTWARE--4.0%
Microsoft Corp. (b) .................................. 15,682 857,805
-----------
TOBACCO--3.2%
Philip Morris Cos., Inc. ............................. 15,682 684,990
-----------
EXCHANGE TRADED FUNDS--1.7%
DIAMONDS Trust, Series I ............................. 3,880 358,900
-----------
TOTAL COMMON STOCKS
(Identified cost $24,336,886) .................................... 21,297,664
-----------
TOTAL LONG TERM INVESTMENTS--99.1%
(Identified cost $24,336,886) .................................... 21,297,664
-----------

STANDARD PAR
& POOR'S VALUE
RATING (000)
-------- -----

SHORT-TERM OBLIGATIONS--0.5%
U.S. TREASURY BILLS--0.0%
U.S. Treasury Bills 0%, 9/19/02 .......... AAA $ 15 14,945
-----------
REPURCHASE AGREEMENTS--0.5%
State Street Bank & Trust Co. repurchase
agreement 0.25%, dated 6/28/02 due
7/1/02, repurchase price $103,002,
collateralized by U.S. Treasury Note
6.75%, 5/15/05, market value
$110,000 ............................... 103 103,000
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $117,945) ....................................... 117,945
-----------
TOTAL INVESTMENTS--99.6%
(Identified cost $24,454,831) .................................... 21,415,609(a)
Other assets and liabilities, net--0.4% .......................... 78,262
-----------
NET ASSETS--100.0% ................................................. $21,493,871
===========

<FN>
(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $1,366,011 and gross
depreciation of $4,538,358 for federal income tax purposes. At June 30,
2002, the aggregate cost of securities for federal income tax purposes was
$24,587,956.
(b) Non-income producing.
</FN>

See Notes to Financial Statements

PHOENIX-DEUTSCHE DOW 30 SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $24,454,831) ................................................. $21,415,609
Cash ......................................................................................................... 579
Receivables
Investment securities sold ................................................................................. 71,015
Fund shares sold ........................................................................................... 40,167
Dividends and interest ..................................................................................... 39,118
Receivable from adviser .................................................................................... 1,808
-----------
Total assets ............................................................................................. 21,568,296
-----------
LIABILITIES
Payables
Fund shares repurchased .................................................................................... 12,840
Investment securities purchased ............................................................................ 4,969
Professional fee ........................................................................................... 25,996
Printing fee ............................................................................................... 19,718
Financial agent fee ........................................................................................ 5,071
Trustees' fee .............................................................................................. 3,717
Variation margin from future contracts ..................................................................... 720
Accrued expenses ............................................................................................. 1,394
-----------
Total liabilities ........................................................................................ 74,425
-----------
NET ASSETS ................................................................................................... $21,493,871
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ........................................................... $24,970,417
Undistributed net investment income ........................................................................ 79,472
Accumulated net realized loss .............................................................................. (511,114)
Net unrealized depreciation ................................................................................ (3,044,904)
-----------
NET ASSETS ................................................................................................... $21,493,871
===========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ............................. 2,686,344
===========
Net asset value and offering price per share ................................................................. $8.00
=====

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends .................................................................................................. $ 220,912
Interest ................................................................................................... 1,067
-----------
Total investment income .................................................................................. 221,979
-----------
EXPENSES
Investment advisory fee .................................................................................... 42,953
Financial agent fee ........................................................................................ 30,333
Professional ............................................................................................... 17,734
Custodian .................................................................................................. 7,567
Printing ................................................................................................... 6,234
Trustees ................................................................................................... 3,455
Miscellaneous .............................................................................................. 12,209
-----------
Total expenses ........................................................................................... 120,485
Less expenses borne by investment adviser ................................................................ (50,997)
Custodian fees paid indirectly ........................................................................... (12)
-----------
Net expenses ............................................................................................. 69,476
-----------
NET INVESTMENT INCOME ........................................................................................ 152,503
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities ............................................................................ (402,282)
Net realized loss on futures contracts ..................................................................... (20,990)
Net change in unrealized appreciation (depreciation) on investments ........................................ (1,430,430)
-----------
NET LOSS ON INVESTMENTS ...................................................................................... (1,853,702)
-----------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ......................................................... $(1,701,199)
===========

See Notes to Financial Statements

PHOENIX-DEUTSCHE DOW 30 SERIES

STATEMENT OF CHANGES IN NET ASSETS
SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
----------- -----------

FROM OPERATIONS
Net investment income (loss) ................................................................... $ 152,503 $ 247,310
Net realized gain (loss) ....................................................................... (423,272) 36,511
Net change in unrealized appreciation (depreciation) ........................................... (1,430,430) (1,225,559)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .................................... (1,701,199) (941,738)
----------- -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income .......................................................................... (80,421) (243,894)
Net realized short-term gains .................................................................. (20,909) (187,932)
Net realized long-term gains ................................................................... (21,982) (115,333)
----------- -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ...................................... (123,312) (547,159)
----------- -----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (674,063 and 1,551,688 shares, respectively) ..................... 5,876,020 13,567,385
Net asset value of shares issued from reinvestment of distributions (15,366 and 60,901 shares,
respectively) ................................................................................ 123,312 547,159
Cost of shares repurchased (735,592 and 518,675 shares, respectively) .......................... (6,365,283) (4,444,227)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ...................................... (365,951) 9,670,317
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS .......................................................... (2,190,462) 8,181,420
NET ASSETS
Beginning of period ............................................................................ 23,684,333 15,502,913
----------- -----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $79,472 AND $7,390,
RESPECTIVELY) ................................................................................ $21,493,871 $23,684,333
=========== ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS YEAR ENDED
ENDED DECEMBER 31, FROM INCEPTION
6/30/02 ----------------- 12/15/99 TO
(UNAUDITED) 2001 2000 12/31/99
----------- ------ ------ --------------

Net asset value, beginning of period .................... $ 8.67 $ 9.46 $10.24 $10.00
INCOME FROM INVESTMENT OPERATIONS (4)
Net investment income (loss) .......................... 0.06 0.11(6) 0.08 0.01
Net realized and unrealized gain (loss) ............... (0.68) (0.66) (0.65) 0.24
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS .................... (0.62) (0.55) (0.57) 0.25
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income .................. (0.03) (0.10) (0.08) (0.01)
Distributions from net realized gains ................. (0.02) (0.14) (0.13) --
------ ------ ------ ------
TOTAL DISTRIBUTIONS ................................. (0.05) (0.24) (0.21) (0.01)
------ ------ ------ ------
CHANGE IN NET ASSET VALUE ............................... (0.67) (0.79) (0.78) 0.24
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD .......................... $ 8.00 $ 8.67 $ 9.46 $10.24
====== ====== ====== ======
Total return ............................................ (7.16)%(2) (5.98)% (5.56)% 2.52%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ................... $21,494 $23,684 $15,503 $5,143
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (3) ................................ 0.57%(1)(5) 0.50%(5) 0.50% 0.50%(1)
Net investment income ................................. 1.24%(1) 1.29% 1.08% 2.75%(1)
Portfolio turnover ...................................... 24%(2) 38% 93% 1%(2)

<FN>
(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 0.98%, 1.12%, 1.60% and 7.81% for the periods ended June 30,
2002, December 31, 2001, 2000 and 1999, respectively.
(4) Per share income from investment operations may vary from anticipated results depending on the timing
of share purchases and redemptions.
(5) 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.
(6) Computed using average shares outstanding.
</FN>

See Notes to Financial Statements

PHOENIX-DEUTSCHE NASDAQ-100 INDEX(R) SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
------ ----------

COMMON STOCKS--97.3%
ADVERTISING--0.3%
TMP Worldwide, Inc. (b) .............................. 1,126 $ 24,209
----------
ALTERNATIVE CARRIERS--0.6%
PanAmSat Corp. (b) ................................... 1,904 43,030
----------
APPLICATION SOFTWARE--6.0%
Citrix Systems, Inc. (b) ............................. 2,038 12,310
Compuware Corp. (b) .................................. 2,170 13,172
Electronic Arts, Inc. (b) ............................ 1,310 86,525
i2 Technologies, Inc. (b) ............................ 4,321 6,395
Intuit, Inc. (b) ..................................... 2,512 124,897
Mercury Interactive Corp. (b) ........................ 840 19,286
PeopleSoft, Inc. (b) ................................. 4,135 61,529
Rational Software Corp. (b) .......................... 1,914 15,714
Siebel Systems, Inc. (b) ............................. 5,228 74,342
Synopsys, Inc. (b) ................................... 661 36,229
----------
450,399
----------
BIOTECHNOLOGY--11.6%
Abgenix, Inc. (b) .................................... 780 7,644
Amgen, Inc. (b) ...................................... 4,564 191,140
Biogen, Inc. (b) ..................................... 1,720 71,260
Cephalon, Inc. (b) ................................... 475 21,470
Chiron Corp. (b) ..................................... 2,504 88,516
Genzyme Corp. (b) .................................... 2,526 48,600
Gilead Sciences, Inc. (b) ............................ 1,808 59,447
Human Genome Sciences, Inc. (b) ...................... 1,204 16,134
ICOS Corp. (b) ....................................... 552 9,362
IDEC Pharmaceuticals Corp. (b) ....................... 1,559 55,266
ImClone Systems, Inc. (b) ............................ 709 6,165
Immunex Corp. (b) .................................... 7,137 159,441
Invitrogen Corp. (b) ................................. 470 15,045
MedImmune, Inc. (b) .................................. 2,522 66,581
Millennium Pharmaceuticals, Inc. (b) ................. 2,913 35,393
Protein Design Labs, Inc. (b) ........................ 804 8,731
Sepracor, Inc. (b) ................................... 797 7,611
----------
867,806
----------
BROADCASTING & CABLE TV--3.3%
Charter Communications, Inc. Class A (b) ............. 2,883 11,763
Comcast Corp. Class A (b) ............................ 4,233 100,915
EchoStar Communications Corp. Class A (b) ............ 2,351 43,634
USA Interactive (b) .................................. 3,768 88,359
----------
244,671
----------
COMPUTER & ELECTRONICS RETAIL--0.5%
CDW Computer Centers, Inc. (b) ....................... 843 39,461
----------
COMPUTER HARDWARE--5.1%
Apple Computer, Inc. (b) ............................. 4,675 82,841
Dell Computer Corp. (b) .............................. 8,994 235,103
Sun Microsystems, Inc. (b) ........................... 13,308 66,673
----------
384,617
----------
COMPUTER STORAGE & PERIPHERALS--0.5%
Network Appliance, Inc. (b) .......................... 3,290 40,928
----------
CONSTRUCTION, FARM MACHINERY & HEAVY TRUCKS--0.7%
PACCAR, Inc. ......................................... 1,223 54,289
----------
DATA PROCESSING SERVICES--4.7%
Concord EFS, Inc. (b) ................................ 5,427 163,570
Fiserv, Inc. (b) ..................................... 2,254 82,744
Paychex, Inc. ........................................ 3,353 104,915
----------
351,229
----------

SHARES VALUE
------ ----------

DIVERSIFIED COMMERCIAL SERVICES--3.8%
Apollo Group, Inc. Class A (b) ....................... 1,648 $ 64,964
Cintas Corp. ......................................... 1,920 94,906
eBay, Inc. (b) ....................................... 1,969 121,330
----------
281,200
----------
ELECTRICAL COMPONENTS & EQUIPMENT--0.4%
Molex, Inc. .......................................... 921 30,881
----------
ELECTRONIC EQUIPMENT & INSTRUMENTS--0.7%
Gemstar-TV Guide International, Inc. (b) ............. 4,097 22,083
Sanmina-SCI Corp. (b) ................................ 5,273 33,272
----------
55,355
----------
EXCHANGE TRADED FUNDS--2.0%
Nasdaq-100 Shares (b) ................................ 5,766 150,320
----------
GENERAL MERCHANDISE STORES--1.7%
Costco Wholesale Corp. (b) ........................... 2,254 87,050
Dollar Tree Stores, Inc. (b) ......................... 1,030 40,592
----------
127,642
----------
HEALTH CARE DISTRIBUTORS & SERVICES--0.7%
Andrx Group (b) ...................................... 654 17,638
Express Scripts, Inc. (b) ............................ 671 33,624
----------
51,262
----------
HEALTH CARE EQUIPMENT--1.4%
Biomet, Inc. ......................................... 3,401 92,235
Cytyc Corp. (b) ...................................... 1,219 9,289
----------
101,524
----------
INTEGRATED TELECOMMUNICATION SERVICES--0.0%
WorldCom, Inc. - WorldCom Group (b)(c) ............... 10,044 904
----------
INTERNET RETAIL--0.5%
Amazon.Com, Inc. (b) ................................. 2,347 38,139
----------
INTERNET SOFTWARE & SERVICES--1.2%
BEA Systems, Inc. (b) ................................ 3,545 33,713
VeriSign, Inc. (b) ................................... 2,100 15,099
Yahoo!, Inc. (b) ..................................... 2,709 39,985
----------
88,797
----------
METAL & GLASS CONTAINERS--0.5%
Smurfit-Stone Container Corp. (b) .................... 2,258 34,818
----------
NETWORKING EQUIPMENT--5.3%
Brocade Communications Systems, Inc. (b) ............. 2,238 39,120
Cisco Systems, Inc. (b) .............................. 24,633 343,630
Juniper Networks, Inc. (b) ........................... 2,053 11,600
----------
394,350
----------
RESTAURANTS--1.7%
Starbucks Corp. (b) .................................. 5,059 125,716
----------
SEMICONDUCTOR EQUIPMENT--3.9%
Applied Materials, Inc. (b) .......................... 8,018 152,502
KLA-Tencor Corp. (b) ................................. 2,160 95,019
Novellus Systems, Inc. (b) ........................... 1,395 47,430
----------
294,951
----------
SEMICONDUCTORS--14.5%
Altera Corp. (b) ..................................... 5,093 69,265
Applied Micro Circuits Corp. (b) ..................... 3,289 15,557
Atmel Corp. (b) ...................................... 3,304 20,683
Broadcom Corp. Class A (b) ........................... 1,677 29,415
Conexant Systems, Inc. (b) ........................... 2,689 4,356

See Notes to Financial Statements

PHOENIX-DEUTSCHE NASDAQ-100 INDEX(R) SERIES

SHARES VALUE
------ ----------

SEMICONDUCTORS--CONTINUED
Integrated Device Technology, Inc. (b) ............... 935 $ 16,961
Intel Corp. .......................................... 22,057 402,981
Linear Technology Corp. .............................. 3,998 125,657
Maxim Integrated Products, Inc. (b) .................. 4,264 163,439
Microchip Technology, Inc. (b) ....................... 1,572 43,120
NVIDIA Corp. (b) ..................................... 1,548 26,595
PMC-Sierra, Inc. (b) ................................. 1,729 16,028
QLogic Corp. (b) ..................................... 893 34,023
RF Micro Devices, Inc. (b) ........................... 1,797 13,693
Skyworks Solutions, Inc. (b) ......................... 944 5,238
Vitesse Semiconductor Corp. (b) ...................... 2,050 6,376
Xilinx, Inc. (b) ..................................... 4,195 94,094
----------
1,087,481
----------
SPECIALTY STORES--2.6%
Bed Bath & Beyond, Inc. (b) .......................... 3,700 139,638
Staples, Inc. (b) .................................... 2,960 58,312
----------
197,950
----------
SYSTEMS SOFTWARE--18.1%
Adobe Systems, Inc. .................................. 2,198 62,643
Microsoft Corp. (b) .................................. 17,564 960,751
Oracle Corp. (b) ..................................... 21,577 204,334
Symantec Corp. (b) ................................... 1,402 46,056
VERITAS Software Corp. (b) ........................... 3,942 78,012
----------
1,351,796
----------
TELECOMMUNICATIONS EQUIPMENT--4.6%
ADC Telecommunications, Inc. (b) ..................... 9,368 21,453
CIENA Corp. (b) ...................................... 3,691 15,465
Comverse Technology, Inc. (b) ........................ 1,828 16,927
JDS Uniphase Corp. (b) ............................... 13,510 36,072
QUALCOMM, Inc. (b) ................................... 8,748 240,483
Tellabs, Inc. (b) .................................... 2,207 13,683
----------
344,083
----------
WIRELESS TELECOMMUNICATION SERVICES--0.4%
Nextel Communications, Inc. Class A (b) .............. 9,457 30,357
----------
TOTAL COMMON STOCKS
(Identified cost $12,710,581) ................................... 7,288,165
----------
FOREIGN COMMON STOCKS--1.1%

ELECTRONIC EQUIPMENT & INSTRUMENTS--0.5%
Flextronics International Ltd. (Singapore) (b) ....... 5,245 37,397
----------
INTERNET SOFTWARE & SERVICES--0.4%
Check Point Software Technologies Ltd. (Israel) (b) .. 2,260 30,646
----------
TELECOMMUNICATIONS EQUIPMENT--0.2%
Telefonaktiebolaget LM Ericsson AB ADR (Sweden) ...... 8,612 12,401
----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $323,398) ...................................... 80,444
----------
TOTAL LONG-TERM INVESTMENTS--98.4%
(Identified cost $13,033,979) ................................... 7,368,609
----------

STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
--------- ----- ----------

SHORT-TERM OBLIGATIONS--2.4%

U.S. TREASURY BILLS--0.8%
U.S. Treasury Bills 1.65%, 9/19/02 (d) .... AAA $ 60 $ 59,779
----------
REPURCHASE AGREEMENTS--1.6%
State Street Bank & Trust Co. repurchase agreement,
0.25%, dated 6/28/02 due 7/1/02, repurchase price
$118,002, collateralized by U.S. Treasury Note
6.75%, 5/15/05, market value $121,000 .............. 118 118,000
----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $177,780) ...................................... 177,779
----------
TOTAL INVESTMENTS--100.8%
(Identified cost $13,211,759) ................................... 7,546,388(a)
Other assets and liabilities, net--(0.8)% ....................... (60,977)
----------
NET ASSETS--100.0% ................................................ $7,485,411
==========

<FN>
(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $275,576 and gross
depreciation of $8,245,303 for federal income tax purposes. At June 30,
2002, the aggregate cost of securities for federal income tax purposes was
$15,516,115.
(b) Non-income producing.
(c) Illiquid. Security valued at fair value as determined in good faith by or
under the direction of the Trustees. At June 30, 2002, this security
amounted to a value of $904 or 0% of net assets.
(d) All or a portion segregated as collateral for futures contracts.
</FN>

See Notes to Financial Statements

PHOENIX-DEUTSCHE NASDAQ-100 INDEX(R) SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $13,211,759) ....................... $ 7,546,388
Cash ............................................................................... 648
Receivables
Receivable from adviser .......................................................... 9,662
Fund shares sold ................................................................. 206
Dividends and interest ........................................................... 53
-----------
Total assets ................................................................... 7,556,957
-----------
LIABILITIES
Payables
Investment securities purchased .................................................. 10,276
Fund shares repurchased .......................................................... 11,013
Professional fee ................................................................. 20,759
Printing fee ..................................................................... 10,524
Financial agent fee .............................................................. 3,768
Trustees' fee .................................................................... 3,717
Variation margin for future contracts ............................................ 800
Accrued expenses ................................................................... 10,689
-----------
Total liabilities .............................................................. 71,546
-----------
NET ASSETS ......................................................................... $ 7,485,411
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $16,511,597
Accumulated net investment loss .................................................. (21,244)
Accumulated net realized loss .................................................... (3,333,741)
Net unrealized depreciation ...................................................... (5,671,201)
-----------
NET ASSETS ......................................................................... $ 7,485,411
===========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 2,665,016
===========
Net asset value and offering price per share ....................................... $2.81
=====

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends ........................................................................ $ 2,760
Interest ......................................................................... 749
-----------
Total investment income ........................................................ 3,509
-----------
EXPENSES
Investment advisory fee .......................................................... 15,326
Financial agent fee .............................................................. 23,540
Custodian ........................................................................ 19,714
Professional ..................................................................... 17,156
Printing ......................................................................... 4,331
Trustees ......................................................................... 3,455
Miscellaneous .................................................................... 3,309
-----------
Total expenses ................................................................. 86,831
Less expenses borne by investment adviser ...................................... (62,077)
Custodian fees paid indirectly ................................................. (1)
-----------
Net expenses ................................................................... 24,753
-----------
NET INVESTMENT LOSS ................................................................ (21,244)
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .................................................. (601,649)
Net realized loss on futures contracts ........................................... (63,310)
Net change in unrealized appreciation (depreciation) on investments .............. (2,825,567)
-----------
NET LOSS ON INVESTMENTS ............................................................ (3,490,526)
-----------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ............................... $(3,511,770)
===========

See Notes to Financial Statements

PHOENIX-DEUTSCHE NASDAQ-100 INDEX(R) SERIES

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
----------- -----------

FROM OPERATIONS
Net investment income (loss) ................................................................... $ (21,244) $ (28,138)
Net realized gain (loss) ....................................................................... (664,959) (2,415,397)
Net change in unrealized appreciation (depreciation) ........................................... (2,825,567) (447,931)
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................................ (3,511,770) (2,891,466)
=========== ===========
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (978,308 and 2,226,105 shares, respectively) ..................... 3,590,006 10,796,048
Cost of shares repurchased (511,990 and 899,721 shares, respectively) .......................... (1,899,995) (4,112,309)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ...................................... 1,690,011 6,683,739
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS .......................................................... (1,821,759) 3,792,273
NET ASSETS
Beginning of period ............................................................................ 9,307,170 5,514,897
----------- -----------
END OF PERIOD (INCLUDING ACCUMULATED NET INVESTMENT LOSS OF ($21,244) AND $0, RESPECTIVELY) .... $ 7,485,411 $ 9,307,170
=========== ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS
ENDED FROM INCEPTION
6/30/02 YEAR ENDED 8/15/00 TO
(UNAUDITED) 12/31/01 12/31/00
----------- ---------- --------------

Net asset value, beginning of period .................... $ 4.23 $ 6.32 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .......................... (0.01) (0.02)(5) (0.01)
Net realized and unrealized gain (loss) ............... (1.41) (2.07) (3.67)
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS .................... (1.42) (2.09) (3.68)
------ ------ ------
CHANGE IN NET ASSET VALUE ............................... (1.42) (2.09) (3.68)
------ ------ ------
NET ASSET VALUE, END OF PERIOD .......................... $ 2.81 $ 4.23 $ 6.32
====== ====== ======
Total return ............................................ (33.64)%(2) (33.04)% (36.78)%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ................... $7,485 $9,307 $5,515
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (3) ................................ 0.57%(1)(4) 0.50%(4) 0.50%(1)
Net investment income (loss) .......................... (0.49)%(1) (0.40)% (0.30)%(1)
Portfolio turnover ...................................... 17%(2) 91% 50%(2)

<FN>
(1) Annualized.
(2) Not annualized.
(3) Ifthe investment advisor had not waived fees and reimbursed expenses, the ratio of operating
expenses to average net assets would have been 1.98%, 2.35% and 3.93% for the periods ended
June 30, 2002, December 31, 2001 and 2000, respectively.
(4) 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.
(5) Computed using average shares outstanding.
</FN>

See Notes to Financial Statements

PHOENIX-DUFF & PHELPS REAL ESTATE SECURITIES SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
-------- -----------

COMMON STOCKS--95.3%
REAL ESTATE INVESTMENT TRUSTS--95.3%
DIVERSIFIED--10.1%
Colonial Properties Trust ............................ 21,000 $ 817,950
iStar Financial, Inc. ................................ 48,650 1,386,525
Vornado Realty Trust ................................. 72,000 3,326,400
-----------
5,530,875
-----------
HEALTH CARE--4.3%
Health Care Property Investors, Inc. ................. 27,300 1,171,170
Healthcare Realty Trust, Inc. ........................ 36,400 1,164,800
-----------
2,335,970
-----------
INDUSTRIAL/OFFICE--24.3%
INDUSTRIAL--9.9%
CenterPoint Properties Corp. ......................... 47,400 2,749,674
First Industrial Realty Trust, Inc. .................. 22,300 732,555
ProLogis Trust ....................................... 75,200 1,955,200
-----------
5,437,429
-----------
MIXED--3.3%
Duke Realty Corp. .................................... 33,000 955,350
Reckson Associates Realty Corp. ...................... 28,025 697,822
Reckson Associates Realty Corp. Class B .............. 6,500 165,750
-----------
1,818,922
-----------
OFFICE--11.1%
Alexandria Real Estate Equities, Inc. ................ 10,000 493,400
Boston Properties, Inc. .............................. 55,000 2,197,250
Corporate Office Properties Trust .................... 17,758 259,089
Equity Office Properties Trust ....................... 50,500 1,520,050
SL Green Realty Corp. ................................ 44,750 1,595,338
-----------
6,065,127
-----------
TOTAL INDUSTRIAL/OFFICE ........................................... 13,321,478
-----------
LODGING/RESORTS--2.7%
Hospitality Properties Trust ......................... 39,800 1,452,700
-----------
RESIDENTIAL--14.5%
APARTMENTS--14.5%
Apartment Investment & Management Co. Class A ........ 31,000 1,525,200
Archstone-Smith Trust ................................ 32,000 854,400
Avalonbay Communities, Inc. .......................... 10,000 467,000
Camden Property Trust ................................ 28,600 1,059,058
Equity Residential Properties Trust .................. 49,400 1,420,250
Essex Property Trust, Inc. ........................... 14,600 798,620
United Dominion Realty Trust, Inc. ................... 116,000 1,827,000
-----------
7,951,528
-----------
RETAIL--34.3%
FREE STANDING--1.4%
Realty Income Corp. .................................. 20,900 771,628
-----------

SHARES VALUE
-------- -----------

REGIONAL MALLS--17.0%
CBL & Associates Properties, Inc. .................... 66,400 $ 2,689,200
General Growth Properties, Inc. ...................... 52,050 2,654,550
Macerich Co. (The) ................................... 31,000 961,000
Simon Property Group, Inc. ........................... 69,650 2,565,906
Taubman Centers, Inc. ................................ 27,000 411,750
-----------
9,282,406
-----------
SHOPPING CENTERS--15.9%
Chelsea Property Group, Inc. ......................... 93,400 3,124,230
Developers Diversified Realty Corp. .................. 73,027 1,643,108
Kimco Realty Corp. ................................... 11,000 368,390
Pan Pacific Retail Properties, Inc. .................. 56,500 1,931,170
Weingarten Realty Investors .......................... 46,500 1,646,100
-----------
8,712,998
-----------
TOTAL RETAIL ...................................................... 18,767,032
-----------
SELF STORAGE--5.1%
Public Storage, Inc. ................................. 47,500 1,762,250
Shurgard Storage Centers, Inc. ....................... 29,836 1,035,309
-----------
2,797,559
-----------
TOTAL REAL ESTATE INVESTMENT TRUSTS
(Identified cost $42,679,350) ................................... 52,157,142
-----------
REAL ESTATE OPERATING COMPANIES--0.0%
DIVERSIFIED--0.0%
Vornado Operating, Inc. (b) .......................... 3,110 2,643
-----------
TOTAL REAL ESTATE OPERATING COMPANIES
(Identified cost $24,880) ....................................... 2,643
-----------
TOTAL LONG-TERM INVESTMENTS--95.3%
(Identified cost $42,704,230) ................................... 52,159,785
-----------

STANDARD PAR
& POOR'S VALUE
RATING (000)
-------- ------

SHORT-TERM OBLIGATIONS--4.8%
COMMERCIAL PAPER--2.6%
Receivables Capital Corp. 1.90%, 7/1/02 .... A-1+ $1,405 1,405,000
-----------
FEDERAL AGENCY SECURITIES--2.2%
Fannie Mae Discount Note 1.80%, 7/3/02 ..... AAA 1,215 1,214,879
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $2,619,879) .................................... 2,619,879
-----------
TOTAL INVESTMENTS--100.1%
(Identified cost $45,324,109) ................................... 54,779,664(a)
Other Assets and Liabilities, net--(0.1)% ....................... (78,129)
-----------
NET ASSETS--100.0% ................................................ $54,701,535
===========

<FN>
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $9,448,608 and gross
depreciation of $171,109 for federal income tax purposes. At June 30, 2002,
the aggregate cost of securities for federal income tax purposes was
$45,502,165.
(b) Non income producing.
</FN>

See Notes to Financial Statements

PHOENIX-DUFF & PHELPS REAL ESTATE SECURITIES SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $45,324,109) ....................... $54,779,664
Cash ............................................................................... 1,198
Receivables
Fund shares sold ................................................................. 133,545
Dividends and interest ........................................................... 276,073
-----------
Total assets ................................................................... 55,190,480
-----------
LIABILITIES
Payables
Investment securities purchased .................................................. 359,320
Fund shares repurchased .......................................................... 30,181
Printing fee ..................................................................... 38,251
Investment advisory fee .......................................................... 32,066
Professional fee ................................................................. 16,781
Financial agent fee .............................................................. 6,710
Trustees' fee .................................................................... 3,717
Accrued expenses ................................................................... 1,919
-----------
Total liabilities .............................................................. 488,945
-----------
NET ASSETS ......................................................................... $54,701,535
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $45,344,674
Undistributed net investment income .............................................. 271,946
Accumulated net realized loss .................................................... (370,640)
Net unrealized appreciation ...................................................... 9,455,555
-----------
NET ASSETS ......................................................................... $54,701,535
===========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 3,069,849
===========
Net asset value and offering price per share ....................................... $17.82
======

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends ....................................................................... $1,337,025
Interest ........................................................................ 17,543
----------
Total investment income ....................................................... 1,354,568
----------
EXPENSES
Investment advisory fee ......................................................... 170,503
Financial agent fee ............................................................. 38,565
Professional .................................................................... 15,390
Printing ........................................................................ 10,928
Custodian ....................................................................... 4,056
Trustees ........................................................................ 3,455
Miscellaneous ................................................................... 3,738
----------
Total expenses ................................................................ 246,635
Less expenses borne by investment adviser ..................................... (4,683)
Custodian fees paid indirectly ................................................ (74)
----------
Net expenses .................................................................. 241,878
----------
NET INVESTMENT INCOME ............................................................. 1,112,690
----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities ................................................. 464,851
Net change in unrealized appreciation (depreciation) on investments ............. 5,255,964
----------
NET GAIN ON INVESTMENTS ........................................................... 5,720,815
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS .............................. $6,833,505
==========

See Notes to Financial Statements

PHOENIX-DUFF & PHELPS REAL ESTATE SECURITIES SERIES

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
----------- ------------

FROM OPERATIONS
Net investment income (loss) ................................................................... $ 1,112,690 $ 1,567,084
Net realized gain (loss) ....................................................................... 464,851 2,031,162
Net change in unrealized appreciation (depreciation) ........................................... 5,255,964 (1,112,927)
----------- ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .................................... 6,833,505 2,485,319
----------- ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income .......................................................................... (1,021,815) (1,533,702)
----------- ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ...................................... (1,021,815) (1,533,702)
----------- ------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (882,220 and 1,026,938 shares, respectively) ..................... 14,858,860 15,777,923
Net asset value of shares issued from reinvestment of distributions (59,194 and 100,085 shares,
respectively) ................................................................................ 1,021,815 1,533,702
Cost of shares repurchased (515,294 and 754,210 shares, respectively) .......................... (8,496,949) (11,571,856)
----------- ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ...................................... 7,383,726 5,739,769
----------- ------------
NET INCREASE (DECREASE) IN NET ASSETS .......................................................... 13,195,416 6,691,386
NET ASSETS
Beginning of period ............................................................................ 41,506,119 34,814,733
----------- ------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $271,946 AND $181,071,
RESPECTIVELY) ................................................................................ $54,701,535 $ 41,506,119
=========== ============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
6/30/02 -----------------------------------------------
(UNAUDITED) 2001 2000 1999 1998 1997
----------- ------ ------ ------ ------ ------

Net asset value, beginning of period $15.70 $15.33 $12.21 $12.28 $16.38 $14.32
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.38 0.62 0.63 0.65 0.78 0.50
Net realized and unrealized gain (loss) 2.10 0.37 3.07 (0.09) (4.20) 2.62
------ ------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 2.48 0.99 3.70 0.56 (3.42) 3.12
------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.36) (0.62) (0.58) (0.63) (0.65) (0.48)
Distributions from net realized gains -- -- -- -- (0.02) (0.58)
Tax return of capital -- -- -- -- (0.01) --
------ ------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (0.36) (0.62) (0.58) (0.63) (0.68) (1.06)
------ ------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE 2.12 0.37 3.12 (0.07) (4.10) 2.06
------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $17.82 $15.70 $15.33 $12.21 $12.28 $16.38
====== ====== ====== ====== ====== ======
Total return 15.89%(4) 6.62% 30.78% 4.78% (21.19)% 22.05%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $54,702 $41,506 $34,815 $27,350 $36,408 $54,659
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1) 1.06%(2)(3) 1.00%(2) 1.00% 1.00% 1.00% 1.00%
Net investment income 4.89%(3) 4.21% 4.63% 5.06% 5.07% 3.59%
Portfolio turnover 10%(4) 37% 26% 28% 18% 41%

<FN>
(1) If the investment adviser had not waived fees and reimbursed expenses, the ratio of operating expenses to average
net assets would have been 1.08%, 1.16%, 1.32%, 1.31%, 1.01 % and 1.07% for the periods ended June 30, 2002,
December 31, 2001, 2000, 1999, 1998 and 1997, 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.
</FN>

See Notes to Financial Statements

PHOENIX-ENGEMANN CAPITAL GROWTH SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
--------- ------------

COMMON STOCKS--96.4%
AIR FREIGHT & COURIERS--3.5%
United Parcel Service, Inc. Class B ..................... 389,100 $ 24,026,925
------------
BIOTECHNOLOGY--4.7%
Amgen, Inc. (b) ......................................... 463,600 19,415,568
Genentech, Inc. (b) ..................................... 389,290 13,041,215
------------
32,456,783
------------
BROADCASTING & CABLE TV--2.0%
Univision Communications, Inc. Class A (b) .............. 446,450 14,018,530
------------
COMPUTER HARDWARE--2.0%
Dell Computer Corp. (b) ................................. 527,000 13,775,780
------------
CONSUMER FINANCE--4.6%
Household International, Inc. ........................... 308,000 15,307,600
MBNA Corp. .............................................. 504,000 16,667,280
------------
31,974,880
------------
DATA PROCESSING SERVICES--6.2%
Automatic Data Processing, Inc. ......................... 617,500 26,892,125
First Data Corp. ........................................ 433,200 16,115,040
------------
43,007,165
------------
DIVERSIFIED FINANCIAL SERVICES--15.7%
American Express Co. .................................... 881,310 32,009,179
Citigroup, Inc. ......................................... 392,832 15,222,240
Freddie Mac ............................................. 289,900 17,741,880
SLM Corp. ............................................... 214,800 20,814,120
State Street Corp. ...................................... 518,000 23,154,600
------------
108,942,019
------------
DRUG RETAIL--2.5%
Walgreen Co. ............................................ 440,700 17,024,241
------------
FOOD DISTRIBUTORS--2.3%
Sysco Corp. ............................................. 578,000 15,733,160
------------
GENERAL MERCHANDISE STORES--8.0%
Costco Wholesale Corp. (b) .............................. 353,900 13,667,618
Target Corp. ............................................ 525,000 20,002,500
Wal-Mart Stores, Inc. ................................... 391,250 21,522,662
------------
55,192,780
------------
HEALTH CARE EQUIPMENT--6.1%
Medtronic, Inc. ......................................... 982,920 42,118,122
------------
HOME IMPROVEMENT RETAIL--4.1%
Lowe's Cos., Inc. ....................................... 628,900 28,552,060
------------
HOUSEHOLD PRODUCTS--2.7%
Colgate-Palmolive Co. ................................... 371,900 18,613,595
------------
MOVIES & ENTERTAINMENT--4.4%
Fox Entertainment Group, Inc. Class A (b) ............... 900,300 19,581,525
Viacom, Inc. Class B (b) ................................ 245,079 10,874,155
------------
30,455,680
------------
NETWORKING EQUIPMENT--3.6%
Cisco Systems, Inc. (b) ................................. 1,802,520 25,145,154
------------

SHARES VALUE
--------- ------------

PHARMACEUTICALS--10.3%
Johnson & Johnson ....................................... 359,520 $ 18,788,515
Lilly (Eli) & Co. ....................................... 127,500 7,191,000
Pfizer, Inc. ............................................ 1,095,807 38,353,245
Pharmacia Corp. ......................................... 188,730 7,067,939
------------
71,400,699
------------
SEMICONDUCTORS--6.3%
Intel Corp. ............................................. 950,030 17,357,048
Texas Instruments, Inc. ................................. 859,620 20,372,994
Xilinx, Inc. (b) ........................................ 277,220 6,218,045
------------
43,948,087
------------
SOFT DRINKS--2.8%
PepsiCo, Inc. ........................................... 407,000 19,617,400
------------
SYSTEMS SOFTWARE--4.6%
Microsoft Corp. (b) ..................................... 293,000 16,027,100
Oracle Corp. (b) ........................................ 1,630,270 15,438,657
VERITAS Software Corp. (b) .............................. 8,570 169,600
------------
31,635,357
------------
TOTAL COMMON STOCKS
(Identified cost $695,728,062) ....................................... 667,638,417
------------
TOTAL LONG TERM INVESTMENTS--96.4%
(Identified cost $695,728,062) ....................................... 667,638,417
------------

STANDARD PAR
& POOR'S VALUE
RATING (000)
-------- ------

SHORT-TERM OBLIGATIONS--2.8%
COMMERCIAL PAPER--1.7%
ABSC Capital Corp. 1.81%, 7/8/02 ............... A-1+ $ 390 389,824
ABSC Capital Corp. 1.83%, 7/8/02 ............... A-1+ 2,500 2,498,856
Executive Jet, Inc. 1.77%, 7/10/02 ............. A-1+ 1,115 1,114,397
ABSC Capital Corp. 1.80%, 7/12/02 .............. A-1+ 1,600 1,598,960
Donnelley (R.R.) & Sons 1.75%, 7/18/02 ......... A-1 2,965 2,962,261
Asset Securitization Corp. 1.80%, 7/25/02 ...... A-1+ 1,000 998,679
Verizon Network Funding Corp. 1.80%,
7/31/02 ...................................... A-1+ 1,300 1,297,811
Bavaria Universal Funding Corp. 1.82%,
8/12/02 ...................................... A-1 1,035 1,032,786
------------
11,893,574
------------
FEDERAL AGENCY SECURITIES--0.3%
Freddie Mac Discount Note 1.725%,
7/11/02 ...................................... AAA 1,900 1,898,907
------------
MEDIUM TERM NOTES--0.8%
Salomon Smith Barney Holdings 6.125%,
1/15/03 ...................................... AA- 1,492 1,523,540
Merrill Lynch & Co., Inc. 2.17%, 1/21/03 (c) ... AA- 3,000 3,001,542
Bank of America Corp. 10%, 2/1/03 .............. A 1,015 1,060,757
------------
5,585,839
------------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $19,379,407) ........................................ 19,378,320
------------
TOTAL INVESTMENTS--99.2%
(Identified cost $715,107,469) ....................................... 687,016,737(a)
Other assets and liabilities, net--0.8% .............................. 5,328,937
------------
NET ASSETS--100.0% ..................................................... $692,345,674
============

<FN>
(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $54,582,282 and gross depreciation
of $82,673,014 for federal income tax purposes. At June 30, 2002, the aggregate
cost of securities for federal income tax purposes was $715,107,469.
(b) Non-income producing.
(c) Variable or step coupon security; interest rate shown reflects the rate currently
in effect.
</FN>

See Notes to Financial Statements

PHOENIX-ENGEMANN CAPITAL GROWTH SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $715,107,469) ...................... $ 687,016,737
Cash ............................................................................... 3,805
Receivables
Investment securities sold ....................................................... 11,223,116
Dividends and interest ........................................................... 395,288
Fund shares sold ................................................................. 122,816
Prepaid expenses ................................................................... 290
--------------
Total assets ................................................................... 698,762,052
--------------
LIABILITIES
Payables
Investment securities purchased .................................................. 4,451,693
Fund shares repurchased .......................................................... 1,040,515
Printing fee ..................................................................... 402,434
Investment advisory fee .......................................................... 389,054
Financial agent fee .............................................................. 33,415
Trustees' fee .................................................................... 4,224
Accrued expenses ................................................................... 95,043
--------------
Total liabilities .............................................................. 6,416,378
--------------
NET ASSETS ......................................................................... $ 692,345,674
==============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $1,028,855,075
Undistributed net investment income .............................................. 99,640
Accumulated net realized loss .................................................... (308,518,309)
Net unrealized depreciation ...................................................... (28,090,732)
--------------
NET ASSETS ......................................................................... $ 692,345,674
==============
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 59,795,395
==============
Net asset value and offering price per share ....................................... $11.58
======

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends ........................................................................ $ 2,932,267
Interest ......................................................................... 306,777
Foreign taxes withheld ........................................................... (443)
-------------
Total investment income ........................................................ 3,238,601
-------------
EXPENSES
Investment advisory fee .......................................................... 2,681,542
Financial agent fee .............................................................. 204,977
Printing ......................................................................... 112,902
Custodian ........................................................................ 93,148
Professional ..................................................................... 15,636
Trustees ......................................................................... 3,495
Miscellaneous .................................................................... 27,563
-------------
Total expenses ................................................................. 3,139,263
Custodian fees paid indirectly ................................................. (302)
-------------
Net expenses ................................................................... 3,138,961
-------------
NET INVESTMENT INCOME .............................................................. 99,640
-------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .................................................. (26,748,983)
Net change in unrealized appreciation (depreciation) on investments .............. (150,228,857)
-------------
NET LOSS ON INVESTMENTS ............................................................ (176,977,840)
-------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ............................... $(176,878,200)
=============

See Notes to Financial Statements

PHOENIX-ENGEMANN CAPITAL GROWTH SERIES

STATEMENT OF CHANGES IN NET ASSETS
SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
------------- --------------

FROM OPERATIONS
Net investment income (loss) ............................................................... $ 99,640 $ 131,872
Net realized gain (loss) ................................................................... (26,748,983) (231,402,697)
Net change in unrealized appreciation (depreciation) ....................................... (150,228,857) (332,528,295)
------------- --------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................................ (176,878,200) (563,799,120)
------------- --------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ...................................................................... -- (716,525)
Net realized long-term gains ............................................................... -- (24,334,683)
------------- --------------
DECREASE IN NET ASSETS FROM DISTRIBUTION TO SHAREHOLDERS ................................... -- (25,051,208)
------------- --------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (3,194,944 and 7,384,942 shares, respectively) ............... 42,989,035 123,103,730
Net asset value of shares issued in conjunction with Plan of Reorganization
(2,949,789 shares) (See Note 8) .......................................................... 39,773,479 --
Net asset value of shares issued from reinvestment of distributions (0 and 1,481,978
shares, respectively) .................................................................... -- 25,051,208
Cost of shares repurchased (11,411,523 and 18,495,629 shares, respectively) ................ (151,107,477) (301,771,867)
------------- --------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS .................................. (68,344,963) (153,616,929)
------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS ...................................................... (245,223,163) (742,467,257)
NET ASSETS
Beginning of period ........................................................................ 937,568,837 1,680,036,094
------------- --------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $99,640 AND $0,
RESPECTIVELY) ............................................................................ $ 692,345,674 $ 937,568,837
============= ==============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
6/30/02 ---------------------------------------------------------
(UNAUDITED) 2001(2) 2000 1999 1998 1997
----------- -------- ------ ------ ------ ------

Net asset value, beginning of period ................. $14.41 $22.49 $28.57 $23.93 $19.16 $18.89
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ....................... --(1) --(1) --(1) 0.03 0.03 0.13
Net realized and unrealized gain (loss) ............ (2.83) (7.72) (4.91) 6.97 5.65 3.70
------ ------ ------ ------ ------ ------
Total from investment operations ................. (2.83) (7.72) (4.91) 7.00 5.68 3.83
------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ............... -- (0.01) --(1) (0.06) (0.03) (0.13)
Distributions from net realized gains .............. -- (0.35) (1.17) (2.31) (0.88) (3.43)
------ ------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS .............................. -- (0.36) (1.17) (2.37) (0.91) (3.56)
------ ------ ------ ------ ------ ------
Capital contribution from Adviser .................. -- -- -- 0.01 -- --
------ ------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE ............................ (2.83) (8.08) (6.08) 4.64 4.77 0.27
------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD ....................... $11.58 $14.41 $22.49 $28.57 $23.93 $19.16
====== ====== ====== ====== ====== ======
Total return ......................................... (19.65)%(5) (34.57)% (17.77)% 29.67% 30.01% 21.07%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ................ $692,346 $937,569 $1,680,036 $2,269,090 $1,876,296 $1,505,568
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses ................................. 0.76%(3)(4) 0.72%(3) 0.68% 0.68% 0.69% 0.74%
Net investment income .............................. 0.02%(4) 0.01% 0.03% 0.11% 0.15% 0.64%
Portfolio turnover ................................... 86%(5) 58% 82% 106% 102% 284%

<FN>
(1) Amount is less than $0.01.
(2) As required, effective January 1, 2001, the Fund adopted the provisions of AICPA Audit and Accounting Guide for Investment
Companies and began amortizing premium on debt securities. There was no effect to net investment income per share and net
realized and unrealized gain (loss) per share and the ratio of net investment income to average net assets. Per share ratios
and supplemental data from prior periods have not been restated to reflect this change.
(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.
</FN>

See Notes to Financial Statements

PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
-------- -----------

COMMON STOCKS--92.9%
ADVERTISING--0.3%
DoubleClick, Inc. (b) ................................ 4,300 $ 31,906
-----------
AEROSPACE & DEFENSE--0.6%
United Defense Industries, Inc. (b) .................. 3,010 69,230
-----------
AIR FREIGHT & COURIERS--1.6%
Expeditors International of Washington, Inc. ......... 5,170 171,437
-----------
ALTERNATIVE CARRIERS--0.8%
Commonwealth Telephone Enterprises, Inc. (b) ......... 2,075 83,498
-----------
APPAREL RETAIL--2.4%
AnnTaylor Stores Corp. (b) ........................... 6,450 163,765
Charlotte Russe Holding, Inc. (b) .................... 4,400 98,252
-----------
262,017
-----------
APPLICATION SOFTWARE--1.0%
OPNET Technologies, Inc. (b) ......................... 5,980 53,581
Verisity Ltd. (b) .................................... 3,500 60,690
-----------
114,271
-----------
BANKS--0.6%
Investors Financial Services Corp. ................... 1,950 65,403
-----------
BIOTECHNOLOGY--10.4%
Abgenix, Inc. (b) .................................... 6,300 61,740
Affymetrix, Inc. (b) ................................. 4,230 101,478
CuraGen Corp. (b) .................................... 3,505 19,313
CV Therapeutics, Inc. (b) ............................ 500 9,310
Enzon, Inc. (b) ...................................... 5 123
ICOS Corp. (b) ....................................... 1,700 28,832
IDEC Pharmaceuticals Corp. (b) ....................... 9,585 339,788
ImmunoGen, Inc. (b) .................................. 4,800 12,912
InterMune, Inc. (b) .................................. 1,000 21,100
Medicines Co. (The) (b) .............................. 9,010 111,093
MedImmune, Inc. (b) .................................. 2,812 74,237
Myriad Genetics, Inc. (b) ............................ 1,345 27,357
NPS Pharmaceuticals, Inc. (b) ........................ 5,945 91,077
Sepracor, Inc. (b) ................................... 15,700 149,935
Tanox, Inc. (b) ...................................... 7,600 82,308
-----------
1,130,603
-----------
COMPUTER & ELECTRONICS RETAIL--0.9%
Good Guys, Inc. (b) .................................. 28,390 100,217
-----------
COMPUTER STORAGE & PERIPHERALS--0.0%
Procom Technology, Inc. (b) .......................... 3,200 1,696
-----------
CONSUMER FINANCE--2.9%
Federal Agricultural Mortgage Corp. Class C (b) ...... 8,835 235,894
Metris Cos., Inc. .................................... 9,360 77,782
-----------
313,676
-----------
DIVERSIFIED COMMERCIAL SERVICES--5.4%
Corporate Executive Board Co. (The) (b) .............. 12,210 418,192
Energy Exploration Technologies, Inc. (b) ............ 6,225 3,113
NCO Group, Inc. (b) .................................. 7,500 163,350
-----------
584,655
-----------
DIVERSIFIED FINANCIAL SERVICES--8.1%
Gabelli Asset Management, Inc. Class A (b) ........... 11,375 415,187
Stewart (W.P.) & Co. Ltd ............................. 8,330 212,582
Stilwell Financial, Inc. ............................. 14,370 261,534
-----------
889,303
-----------

SHARES VALUE
-------- -----------

DRUG RETAIL--1.5%
Duane Reade, Inc. (b) ................................ 4,810 $ 163,781
-----------
ELECTRONIC EQUIPMENT & INSTRUMENTS--0.2%
SeaChange International, Inc. (b) .................... 2,700 23,706
-----------
EMPLOYMENT SERVICES--0.3%
Medical Staffing Network Holdings, Inc. (b) .......... 1,350 33,075
-----------
ENVIRONMENTAL SERVICES--1.5%
Tetra Tech, Inc. (b) ................................. 11,362 167,021
-----------
FOOD RETAIL--2.8%
Smart & Final, Inc. (b) .............................. 2,260 17,628
Whole Foods Market, Inc. (b) ......................... 6,098 294,046
-----------
311,674
-----------
HEALTH CARE DISTRIBUTORS & SERVICES--4.1%
Advisory Board Co. (The) (b) ......................... 1,970 71,393
Apria Healthcare Group, Inc. (b) ..................... 4,450 99,680
Omnicare, Inc. ....................................... 10,425 273,760
-----------
444,833
-----------
HEALTH CARE EQUIPMENT--2.1%
Inhale Therapeutic Systems, Inc. (b) ................. 16,870 167,519
SonoSite, Inc. (b) ................................... 4,150 59,885
-----------
227,404
-----------
HEALTH CARE SUPPLIES--0.7%
Edwards Lifesciences Corp. (b) ....................... 3,100 71,920
-----------
INTERNET SOFTWARE & SERVICES--4.8%
BEA Systems, Inc. (b) ................................ 16,060 152,731
Overture Services, Inc. (b) .......................... 12,600 314,748
VeriSign, Inc. (b) ................................... 7,300 52,487
-----------
519,966
-----------
IT CONSULTING & SERVICES--5.0%
Edwards (J.D.) & Co. (b) ............................. 17,700 215,055
ManTech International Corp. (b) ...................... 8,350 200,316
SRA International, Inc. Class A (b) .................. 2,475 66,776
Veridian Corp. (b) ................................... 2,800 63,560
-----------
545,707
-----------
NETWORKING EQUIPMENT--2.2%
Black Box Corp. (b) .................................. 3,400 138,482
Finisar Corp. (b) .................................... 5,400 12,798
McDATA Corp. Class A (b) ............................. 7,100 62,551
McDATA Corp. Class B (b) ............................. 2,540 22,606
-----------
236,437
-----------
OIL & GAS DRILLING--1.1%
Grey Wolf, Inc. (b) .................................. 29,270 119,714
-----------
OIL & GAS EXPLORATION & PRODUCTION--5.8%
ATP Oil & Gas Corp. (b) .............................. 19,050 57,721
Evergreen Resources, Inc. (b) ........................ 4,500 191,250
Forest Oil Corp. (b) ................................. 4,185 118,980
Houston Exploration Co. (The) (b) .................... 4,590 133,110
Ultra Petroleum Corp. (b) ............................ 18,000 136,620
-----------
637,681
-----------
RESTAURANTS--6.0%
Buca, Inc. (b) ....................................... 11,300 215,265
California Pizza Kitchen, Inc. (b) ................... 3,000 74,400
Cheesecake Factory, Inc. (The) (b) ................... 10,187 361,435
-----------
651,100
-----------

See Notes to Financial Statements

PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH SERIES

SHARES VALUE
-------- -----------

SEMICONDUCTOR EQUIPMENT--5.8%
Axcelis Technologies, Inc. (b) ....................... 13,900 $ 157,070
Cymer, Inc. (b) ...................................... 6,380 223,555
Photronics, Inc. (b) ................................. 2,500 47,350
Rudolph Technologies, Inc. (b) ....................... 8,425 210,035
-----------
638,010
-----------
SEMICONDUCTORS--5.4%
Applied Micro Circuits Corp. (b) ..................... 18,980 89,776
Integrated Circuit Systems, Inc. (b) ................. 9,600 193,824
Intersil Corp. Class A (b) ........................... 3,651 78,058
Micrel, Inc. (b) ..................................... 10,755 154,657
Silicon Storage Technology, Inc. (b) ................. 8,740 68,172
-----------
584,487
-----------
SPECIALTY STORES--4.8%
Advance Auto Parts, Inc. (b) ......................... 1,350 73,589
Cost Plus, Inc. (b) .................................. 11,700 356,370
MarineMax, Inc. (b) .................................. 6,900 89,355
-----------
519,314
-----------
SYSTEMS SOFTWARE--0.4%
NYFIX, Inc. (b) ...................................... 5,770 49,045
-----------
TELECOMMUNICATIONS EQUIPMENT--1.4%
Advanced Fibre Communications, Inc. (b) .............. 9,600 158,784
-----------
TRADING COMPANIES & DISTRIBUTORS--1.1%
Fastenal Co. ......................................... 3,020 116,300
-----------
TRUCKING--0.9%
Pacer International, Inc. (b) ........................ 5,700 98,268
-----------
TOTAL COMMON STOCKS
(Identified cost $12,728,270) ................................... 10,136,139
-----------
FOREIGN COMMON STOCKS--1.6%

APPLICATION SOFTWARE--1.0%
Precise Software Solutions Ltd. (Israel) (b) ......... 12,095 115,507
-----------
OIL & GAS DRILLING--0.6%
Precision Drilling Corp. (Canada) (b) ................ 1,815 63,053
-----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $309,275) ...................................... 178,560
-----------
TOTAL LONG TERM INVESTMENTS--94.5%
(Identified cost $13,037,545) ................................... 10,314,699
-----------

STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
-------- ----- -----------

SHORT-TERM OBLIGATIONS--5.1%
COMMERCIAL PAPER--5.1%
Special Purpose Accounts Receivable
Cooperative Corp. 2%, 7/1/02 ............. A-1 $300 $ 299,967
Wisconsin Electric Power Co. 1.87%,
7/1/02 ................................... A-1 145 144,985
Verizon Network Funding Corp. 1.80%,
7/16/02 .................................. A-1+ 110 109,906
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $554,917) ...................................... 554,858
-----------
TOTAL INVESTMENTS--99.6%
(Identified Cost $13,592,462) ................................... 10,869,557(a)
Other assets and liabilities, net--0.4% ......................... 41,216
-----------
NET ASSETS--100.0% ................................................ $10,910,773
===========

<FN>
(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $1,060,525 and gross
depreciation of $3,938,582 for federal income tax purposes. At June 30, 2002,
the aggregate cost of securities for federal income tax purposes was
$13,747,614.
(b) Non-income producing.
</FN>

See Notes to Financial Statements

PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $13,592,462) ....................... $10,869,557
Cash ............................................................................... 1,900
Receivables
Investment securities sold ....................................................... 93,262
Fund shares sold ................................................................. 5,833
Receivable from adviser .......................................................... 568
-----------
Total assets ................................................................... 10,971,120
-----------
LIABILITIES
Payables
Fund shares repurchased .......................................................... 14,479
Professional fee ................................................................. 19,897
Printing ......................................................................... 13,816
Financial agent fee .............................................................. 4,241
Trustees' fee .................................................................... 3,717
Accrued expenses ................................................................... 4,197
-----------
Total liabilities .............................................................. 60,347
-----------
NET ASSETS ......................................................................... $10,910,773
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $18,422,398
Accumulated net investment loss .................................................. (61,052)
Accumulated net realized loss .................................................... (4,727,668)
Net unrealized depreciation ...................................................... (2,722,905)
-----------
NET ASSETS ......................................................................... $10,910,773
===========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 2,330,429
===========
Net asset value and offering price per share ....................................... $4.68
=====

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends ........................................................................ $ 8,896
Interest ......................................................................... 7,046
-----------
Total investment income ........................................................ 15,942
-----------
EXPENSES
Investment advisory fee .......................................................... 57,012
Financial agent fee .............................................................. 25,430
Professional ..................................................................... 15,295
Custodian ........................................................................ 10,113
Trustees ......................................................................... 3,455
Printing ......................................................................... 3,187
Miscellaneous .................................................................... 3,440
-----------
Total expenses ................................................................. 117,932
Less expenses borne by investment adviser ...................................... (40,925)
Custodian fees paid indirectly ................................................. (13)
-----------
Net expenses ................................................................... 76,994
-----------
NET INVESTMENT LOSS ................................................................ (61,052)
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .................................................. (2,157,175)
Net change in unrealized appreciation (depreciation) on investments .............. (1,319,320)
-----------
NET LOSS ON INVESTMENTS ............................................................ (3,476,495)
-----------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ............................... $(3,537,547)
===========

See Notes to Financial Statements

PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH SERIES

STATEMENT OF CHANGES IN NET ASSETS
SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
------------- --------------

FROM OPERATIONS
Net investment income (loss) ................................................................... $ (61,052) $ (57,227)
Net realized gain (loss) ....................................................................... (2,157,175) (2,105,477)
Net change in unrealized appreciation (depreciation) ........................................... (1,319,320) (577,313)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .................................... (3,537,547) (2,740,017)
----------- -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income .......................................................................... -- (5,041)
----------- -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ...................................... -- (5,041)
----------- -----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (855,843 and 2,084,130 shares, respectively) ..................... 4,856,800 13,577,158
Net asset value of shares issued from reinvestment of distributions (0 and 708 shares,
respectively). ............................................................................... -- 5,041
Cost of shares repurchased (692,416 and 774,877 shares, respectively) .......................... (3,873,013) (4,642,204)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ...................................... 983,787 8,939,995
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS .......................................................... (2,553,760) 6,194,937
NET ASSETS
Beginning of period ............................................................................ 13,464,533 7,269,596
----------- -----------
END OF PERIOD (INCLUDING ACCUMULATED NET INVESTMENT LOSS OF ($61,052) AND $0, RESPECTIVELY) .... $10,910,773 $13,464,533
=========== ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS
ENDED FROM INCEPTION
6/30/02 YEAR ENDED 8/15/00 TO
(UNAUDITED) 12/31/01 12/31/00
----------- ---------- --------------

Net asset value, beginning of period ............................................ $ 6.21 $ 8.48 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .................................................. (0.03) (0.04)(6) 0.01
Net realized and unrealized gain (loss) ....................................... (1.50) (2.23) (1.53)
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ............................................ (1.53) (2.27) (1.52)
------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income .......................................... -- --(4) --
------ ------ ------
TOTAL DISTRIBUTIONS ......................................................... -- -- --
------ ------ ------
CHANGE IN NET ASSET VALUE ....................................................... (1.53) (2.27) (1.52)
------ ------ ------
NET ASSET VALUE, END OF PERIOD .................................................. $ 4.68 $ 6.21 $ 8.48
====== ====== ======
Total return .................................................................... (24.64)%(2) (26.72)% (15.18)%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ........................................... $10,911 $13,465 $7,270
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (3) ........................................................ 1.22%(1)(5) 1.15%(5) 1.15%(1)
Net investment income (loss) .................................................. (0.96)%(1) (0.55)% 0.21%(1)
Portfolio turnover .............................................................. 38%(2) 31% 21%(2)

<FN>
(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 1.86%, 2.13% and 3.93% for the periods ended June 30, 2002, December 31, 2001 and 2000,
respectively.
(4) Amount is less than $0.01.
(5) 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.
(6) Computed using average shares outstanding.
</FN>

See Notes to Financial Statements

PHOENIX-FEDERATED U.S. GOVERNMENT BOND SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
-------- ------ -----------

U.S. GOVERNMENT SECURITIES--23.3%
U.S. TREASURY BONDS--23.3%
U.S. Treasury Bonds 11.25%, 2/15/15 ............ AAA $ 450 $ 699,117
U.S. Treasury Bonds 9.25%, 2/15/16 ............. AAA 400 549,700
U.S. Treasury Bonds 7.25%, 5/15/16 ............. AAA 500 589,278
U.S. Treasury Bonds 8.75%, 5/15/17 ............. AAA 400 533,707
U.S. Treasury Bonds 9.125%, 5/15/18 ............ AAA 400 552,844
U.S. Treasury Bonds 8.875%, 2/15/19 ............ AAA 400 544,051
-----------
TOTAL U.S. GOVERNMENT SECURITIES
(Identified cost $3,166,390) .......................................... 3,468,697
-----------
AGENCY MORTGAGE-BACKED SECURITIES--17.6%
GNMA 7%, 7/15/31 ............................... AAA 769 800,414
GNMA 6.50%, 7/20/31 ............................ AAA 887 903,067
GNMA 6.50%, 8/20/31 ............................ AAA 910 926,777
-----------
TOTAL AGENCY MORTGAGE-BACKED SECURITIES
(Identified cost $2,594,770) .......................................... 2,630,258
-----------
AGENCY NON MORTGAGE-BACKED SECURITIES--51.3%
Fannie Mae 6.625%, 11/15/30 .................... AAA 1,200 1,266,958
Federal Farm Credit Bank 5%, 2/3/03 ............ AAA 1,300 1,322,534
Federal Home Loan Bank 7.125%, 2/15/30 ......... AAA 1,100 1,232,037
Freddie Mac 6.75%, 9/15/29 ..................... AAA 72 76,650
Freddie Mac 6.25%, 7/15/32 ..................... AAA 2,713 2,727,637
Tennesse Valley Authority Series A 5.625%,
1/18/11 ...................................... AAA 1,000 1,015,548
-----------
TOTAL AGENCY NON MORTGAGE-BACKED SECURITIES
(Identified cost $7,405,332) .......................................... 7,641,364
-----------
TOTAL LONG TERM INVESTMENTS--92.2%
(Identified cost $13,166,492) ......................................... 13,740,319
-----------

PAR
VALUE
(000) VALUE
------ -----------

SHORT-TERM OBLIGATIONS--6.6%
REPURCHASE AGREEMENTS--6.6%
Greenwich Capital Markets, Inc. repurchase agreement
1.93% dated 6/28/02, due 7/1/02, repurchase price
$983,158, collateralized by U.S. Treasury Notes
3.375% to 12.50%, 1/15/08 to 4/15/32, market value
$1,260,089 .................................................. $ 983 $ 983,000
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $983,000) ............................................ 983,000
-----------
TOTAL INVESTMENTS--98.8%
(Identified Cost $14,149,492) ......................................... 14,723,319(a)
Other assets and liabilities, net--1.2% ............................... 181,039
-----------
NET ASSETS--100.0% ...................................................... $14,904,358
===========

<FN>
(a) Federal Income Tax Information: Net unrealized appreciation of investment securities
is comprised of gross appreciation of $574,226 and gross depreciation of $19,510 for
federal income tax purposes. At June 30, 2002, the aggregate cost of securities for
federal income tax purposes was $14,168,603.
</FN>

See Notes to Financial Statements

PHOENIX-FEDERATED U.S. GOVERNMENT BOND SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $14,149,492) ....................... $14,723,319
Cash ............................................................................... 696
Receivables
Interest ......................................................................... 229,544
Fund shares sold ................................................................. 284
Receivable from adviser .......................................................... 484
-----------
Total assets ................................................................... 14,954,327
-----------
LIABILITIES
Payables
Fund shares repurchased .......................................................... 655
Professional fee ................................................................. 18,615
Printing fee ..................................................................... 17,045
Financial agent fee .............................................................. 4,378
Trustees' fee .................................................................... 3,436
Accrued expenses ................................................................... 5,840
-----------
Total liabilities .............................................................. 49,969
-----------
NET ASSETS ......................................................................... $14,904,358
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $14,329,860
Undistributed net investment income .............................................. 9,217
Accumulated net realized loss .................................................... (8,546)
Net unrealized appreciation ...................................................... 573,827
-----------
NET ASSETS ......................................................................... $14,904,358
===========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 1,369,657
===========
Net asset value and offering price per share ....................................... $10.88
======

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Interest ......................................................................... $429,799
--------
Total investment income ........................................................ 429,799
--------
EXPENSES
Investment advisory fee .......................................................... 44,095
Financial agent fee .............................................................. 26,007
Professional ..................................................................... 15,460
Custodian ........................................................................ 6,269
Printing ......................................................................... 5,382
Trustees ......................................................................... 3,174
Miscellaneous .................................................................... 4,520
--------
Total expenses ................................................................. 104,907
Less expenses borne by investment adviser ...................................... (36,245)
Custodian fees paid indirectly ................................................. (4,962)
--------
Net expenses ................................................................... 63,700
--------
NET INVESTMENT INCOME .............................................................. 366,099
--------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .................................................. (4,508)
Net change in unrealized appreciation (depreciation) on investments .............. 170,406
--------
NET GAIN ON INVESTMENTS ............................................................ 165,898
--------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ............................... $531,997
========

See Notes to Financial Statements

PHOENIX-FEDERATED U.S. GOVERNMENT BOND SERIES

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
------------- --------------

FROM OPERATIONS
Net investment income (loss) ................................................................... $ 366,099 $ 738,518
Net realized gain (loss) ....................................................................... (4,508) 419,454
Net change in unrealized appreciation (depreciation) ........................................... 170,406 (445,334)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .................................... 531,997 712,638
----------- -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income .......................................................................... (380,636) (722,631)
Net realized short-term gains .................................................................. -- (96,049)
Net realized long-term gains ................................................................... -- (314,062)
----------- -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ...................................... (380,636) (1,132,742)
----------- -----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (65,852 and 549,808 shares, respectively) ........................ 717,510 6,131,265
Net asset value of shares issued from reinvestment of distributions
(35,627 and 104,173 shares, respectively) .................................................... 380,636 1,132,742
Cost of shares repurchased (134,561 and 290,301 shares, respectively) .......................... (1,458,090) (3,243,311)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ...................................... (359,944) 4,020,696
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS .......................................................... (208,583) 3,600,592
NET ASSETS
Beginning of period ............................................................................ 15,112,941 11,512,349
----------- -----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $9,217 AND $23,754,
RESPECTIVELY) ................................................................................ $14,904,358 $15,112,941
=========== ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS YEAR ENDED
ENDED DECEMBER 31, FROM INCEPTION
6/30/02 ------------------- 12/15/99 TO
(UNAUDITED) 2001(6) 2000 12/31/99
----------- ------- ------ --------------

Net asset value, beginning of period .................... $10.77 $11.08 $ 9.83 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .......................... 0.27 0.56(5) 0.56 0.03
Net realized and unrealized gain (loss) ............... 0.12 (0.02) 1.24 (0.17)
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS .................... 0.39 0.54 1.80 (0.14)
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income .................. (0.28) (0.54) (0.55) (0.03)
Distributions from net realized gains ................. -- (0.31) --(7) --
------ ------ ------ ------
TOTAL DISTRIBUTIONS ................................. (0.28) (0.85) (0.55) (0.03)
------ ------ ------ ------
CHANGE IN NET ASSET VALUE ............................... 0.11 (0.31) 1.25 (0.17)
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD .......................... $10.88 $10.77 $11.08 $ 9.83
------ ------ ------ ------
Total return ............................................ 3.64%(2) 5.01% 18.75% (1.47)%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ................... $14,904 $15,113 $11,512 $5,076
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (3) ................................ 0.93%(1)(4) 0.84%(4) 0.75% 0.75%(1)
Net investment income ................................. 4.98%(1) 4.98% 5.97% 6.61%(1)
Portfolio turnover ...................................... 0%(2) 59% 1% 0%(2)

<FN>
(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 1.36%, 1.46%, 2.52% and 8.21% for the periods ended June 30,
2002, December 31, 2001, 2000 and 1999, respectively.
(4) For the periods ended June 30, 2002 and December 31, 2001 the ratios of operating expenses to average
net assets excludes the effect of expense offsets for custodian fees, if expense offsets were included,
the ratios would have been 0.87% and 0.82%, respectively.
(5) Computed using average shares outstanding.
(6) As required, effective January 1, 2001, the Fund adopted the provisions of AICPA Audit and Accounting
Guide for Investment Companies and began amortizing premium on debt securities and including paydown
gains and losses in interest income. The effect of this change for the year ended December 31, 2001 was
to decrease net investment income per share by $0.03, increase net realized and unrealized gains and
losses per share by $0.03 and decrease the ratio of net investment income to average net assets from
5.24% to 4.98%. Per share ratios and supplemental data for prior periods have not been restated to
reflect this change.
(7) Amount is less than $0.01.
</FN>

See Notes to Financial Statements

PHOENIX-GOODWIN MONEY MARKET SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

FACE
VALUE INTEREST MATURITY
(000) DESCRIPTION RATE DATE VALUE
- ------ ----------- -------- -------- ------------

FEDERAL AGENCY SECURITIES--13.3%
$ 38 FFCB ................................................................. 1.75% 7/2/02 $ 37,998
670 FFCB ................................................................. 1.85 7/2/02 669,966
2,995 FHLB ................................................................. 1.73 7/11/02 2,993,565
6,050 FFCB ................................................................. 1.71 7/17/02 6,045,402
2,500 FHLB ................................................................. 6.88(c) 7/18/02 2,503,693
5,980 FHLB ................................................................. 1.70 7/24/02 5,973,505
3,500 FHLB ................................................................. 2.26(c) 8/3/02(d) 3,500,000
8,620 Fannie Mae ........................................................... 6.75 8/15/02 8,671,520
2,500 FHLB ................................................................. 2.75(c) 9/13/02(d) 2,500,000
------------
TOTAL FEDERAL AGENCY SECURITIES ............................................................................... 32,895,649
------------

RESET
DATE
-------

FEDERAL AGENCY SECURITIES--VARIABLE(b)--3.0%
111 SBA (Final Maturity 1/25/21) ......................................... 2.25 7/1/02 110,998
738 SBA (Final Maturity 10/25/22) ........................................ 2.25 7/1/02 738,386
1,984 SBA (Final Maturity 11/25/21) ........................................ 2.38 7/1/02 1,982,644
1,255 SBA (Final Maturity 2/25/23) ......................................... 2.25 7/1/02 1,255,416
505 SBA (Final Maturity 2/25/23) ......................................... 2.25 7/1/02 504,679
1,264 SBA (Final Maturity 3/25/24) ......................................... 2.13 7/1/02 1,263,594
168 SBA (Final Maturity 5/25/21) ......................................... 2.25 7/1/02 167,864
1,511 SBA (Final Maturity 9/25/23) ......................................... 2.13 7/1/02 1,510,875
------------
TOTAL FEDERAL AGENCY SECURITIES--VARIABLE ..................................................................... 7,534,456
------------

STANDARD
& POOR'S MATURITY
RATING DATE
-------- --------

COMMERCIAL PAPER--55.9%
2,500 Donnelley (R.R.) & Sons .................................. A-1 1.78 7/1/02 2,500,000
5,000 Emerson Electric Co. ..................................... A-1 2.00 7/1/02 5,000,000
4,285 Wisconsin Electric Power Co. ............................. A-1 2.00 7/1/02 4,285,000
2,000 Bavaria Universal Funding Corp. .......................... A-1 1.80 7/2/02 1,999,900
1,785 Preferred Receivables Funding Corp. ...................... A-1 1.80 7/2/02 1,784,911
2,910 Receivables Capital Corp. ................................ A-1+ 1.80 7/2/02 2,909,854
250 Delaware Funding Corp. ................................... A-1+ 1.82 7/8/02 249,912
6,750 Pitney Bowes, Inc. ....................................... A-1+ 1.80 7/8/02 6,747,637
2,000 ABSC Capital Corp. ....................................... A-1+ 1.83 7/9/02 1,999,187
3,500 Enterprise Funding Corp. ................................. A-1+ 1.83 7/10/02 3,498,399
3,500 Executive Jet, Inc. ...................................... A-1+ 1.81 7/10/02 3,498,416
1,757 Enterprise Funding Corp. ................................. A-1+ 1.80 7/11/02 1,756,121
1,003 Enterprise Funding Corp. ................................. A-1+ 1.83 7/11/02 1,002,490
2,500 Harley-Davidson Funding Corp. ............................ A-1 1.76 7/11/02 2,498,778
340 Harley-Davidson Funding Corp. ............................ A-1 1.78 7/11/02 339,832
1,700 ABSC Capital Corp. ....................................... A-1+ 1.80 7/12/02 1,699,065
1,012 Pfizer, Inc. ............................................. A-1+ 1.80 7/12/02 1,011,443
735 Bavaria Universal Funding Corp. .......................... A-1 1.85 7/15/02 734,471
2,793 Delaware Funding Corp. ................................... A-1+ 1.82 7/15/02 2,791,023
2,330 Enterprise Funding Corp. ................................. A-1+ 1.80 7/15/02 2,328,369
3,500 Receivables Capital Corp. ................................ A-1+ 1.80 7/16/02 3,497,375
3,000 Delaware Funding Corp. ................................... A-1+ 1.79 7/18/02 2,997,464
2,500 Donnelley (R.R.) & Sons .................................. A-1 1.75 7/18/02 2,497,934
1,131 Receivables Capital Corp. ................................ A-1+ 1.81 7/19/02 1,129,976
3,500 Executive Jet, Inc. ...................................... A-1+ 1.80 7/22/02 3,496,325
3,500 SBC Communications, Inc. ................................. A-1+ 1.77 7/22/02 3,496,386
2,500 Pfizer, Inc. ............................................. A-1+ 1.75 7/23/02 2,497,326
3,500 Pfizer, Inc. ............................................. A-1+ 1.78 7/23/02 3,496,193
1,503 Park Avenue Receivables .................................. A-1 1.80 7/24/02 1,501,272
3,500 Asset Securitization Corp. ............................... A-1+ 1.80 7/25/02 3,495,800
5,000 Asset Securitization Corp. ............................... A-1+ 1.80 7/26/02 4,993,750
3,850 Park Avenue Receivables .................................. A-1 1.80 7/26/02 3,845,187
2,000 Executive Jet, Inc. ...................................... A-1+ 1.78 7/29/02 1,997,231
4,270 Exxon Imperial U.S., Inc. ................................ A-1+ 1.76 7/30/02 4,263,946

See Notes to Financial Statements

PHOENIX-GOODWIN MONEY MARKET SERIES

FACE STANDARD
VALUE & POOR'S INTEREST MATURITY
(000) DESCRIPTION RATING RATE DATE VALUE
- ------ ----------- -------- -------- -------- ------------

COMMERCIAL PAPER--CONTINUED
$3,850 Preferred Receivables Funding Corp. ...................... A-1 1.80% 8/1/02 $ 3,844,033
3,000 Special Purpose Accounts Receivables Cooperative Corp. ... A-1 1.80 8/6/02 2,994,600
4,550 ABN-AMRO Bank ............................................ A-1+ 1.78 8/8/02 4,541,451
3,000 Bavaria Universal Funding Corp. .......................... A-1 1.82 8/12/02 2,993,630
2,310 Receivables Capital Corp. ................................ A-1+ 1.83 8/13/02 2,304,951
1,265 Enterprise Funding Corp .................................. A-1 1.80 8/16/02 1,262,091
2,500 Beta Finance, Inc. ....................................... A-1+ 1.95 8/19/02 2,493,365
2,879 ABSC Capital Corp. ....................................... A-1+ 1.85 8/20/02 2,871,603
2,017 Receivables Capital Corp. ................................ A-1+ 1.80 8/21/02 2,011,857
3,500 Special Purpose Accounts Receivables Cooperative Corp. ... A-1 1.83 8/27/02 3,489,859
4,298 Bavaria Universal Funding Corp. .......................... A-1 1.82 9/5/02 4,283,659
3,710 ABSC Capital Corp. ....................................... A-1+ 1.85 9/9/02 3,696,654
2,500 Marsh & McLennan Co., Inc. ............................... A-1+ 1.83 9/10/02 2,490,977
5,000 Private Export Fund Corp. ................................ A-1+ 2.15 9/25/02 4,974,319
2,500 Cxc LLC .................................................. A-1+ 1.88 12/16/02 2,478,067
------------
TOTAL COMMERCIAL PAPER 138,572,089
------------
MEDIUM TERM NOTES(c)--18.6%
1,500 Associates Corp. ......................................... AA- 6.50 7/15/02 1,501,405
2,490 Bank of America Corp. .................................... A 7.75 7/15/02 2,495,571
1,700 Associates Corp. ......................................... AA- 6.50 8/15/02 1,709,491
650 Du Pont (E.I.) de Nemours & Co. .......................... AA- 6.50 9/1/02 654,116
3,125 General Electric Capital Corp. ........................... AAA 6.52 10/8/02 3,162,166
725 Associates Corp. ......................................... AA- 6.38 10/15/02 732,988
391 Associates Corp. ......................................... AA- 6.50 10/15/02 395,294
3,875 Bank of America Corp. .................................... A 7.50 10/15/02 3,933,598
375 Du Pont (E.I.) de Nemours & Co. .......................... AA- 6.75 10/15/02 379,980
2,500 General Electric Capital Corp. ........................... AAA 5.35 11/18/02 2,527,893
428 Bank of America Corp. .................................... A 7.88 12/1/02 437,834
2,500 3M Co. 144A (b),(f) ...................................... AA 5.65 12/12/02(d) 2,535,586
2,152 Citifinancial ............................................ AA- 5.88 1/15/03 2,190,958
2,125 Heller Financial, Inc. ................................... AAA 6.40 1/15/03 2,164,803
2,000 Salomon Smith Barney Holdings ............................ AA- 6.13 1/15/03 2,043,663
1,500 Associates Corp. ......................................... AA- 6.88 2/1/03 1,538,633
2,625 Bank of America Corp. .................................... A 10.00 2/1/03 2,737,722
2,150 General Electric Capital Corp. ........................... AAA 7.00 2/3/03 2,211,264
3,255 Pitney Bowes Credit Corp. ................................ AA 8.80 2/15/03 3,379,845
1,500 Du Pont (E.I.) de Nemours & Co.(b) ....................... AA- 6.00 3/6/03(d) 1,532,544
2,500 Wal Mart Stores, Inc. .................................... AA 4.63 4/15/03 2,542,286
2,921 BellSouth Telecommunications Corp. ....................... AA 6.25 5/15/03 3,010,864
240 General Electric Capital Corp. ........................... AAA 5.88 5/19/03 246,406
2,150 Bank of America Corp. .................................... A 6.88 6/1/03 2,237,835
------------
TOTAL MEDIUM TERM NOTES ....................................................................................... 46,302,745
------------
VARIABLE MONEY MARKET CERTIFICATES(b)--5.6%
1,820 Citicorp ................................................. AA- 2.01 8/13/02 1,817,961
3,500 Beta Finance, Inc. ....................................... AAA 1.84 1/15/03 3,499,824
3,500 Merrill Lynch & Co., Inc. ................................ AA- 2.17 1/21/03 3,502,750
2,500 Merrill Lynch & Co., Inc. ................................ AA- 1.82 3/5/03 2,500,000
2,500 Merrill Lynch & Co., Inc. ................................ AA- 1.82 5/2/03 2,500,000
------------
TOTAL VARIABLE MONEY MARKET CERTIFICATES ...................................................................... 13,820,535
------------
CERTIFICATES OF DEPOSIT--1.4%
3,365 Canadian Imperial Bank of Commerce (b),(e) ............... AA- 1.82(c) 8/1/02 3,365,000
------------
TOTAL CERTIFICATES OF DEPOSIT ................................................................................. 3,365,000
------------
TOTAL INVESTMENTS--97.8%
(Identified cost $242,490,474) .............................................................................. 242,490,474(a)
Other assets and liabilities, net--2.2% ....................................................................... 5,427,405
------------
NET ASSETS--100% .............................................................................................. $247,917,879
============
<FN>
(a) Federal Income Tax Information: At June 30, 2002, the aggregate cost of securities was the same for book and tax purposes.
(b) Variable or step coupon security; interest rate shown reflects the rate currently in effect.
(c) The interest rate shown is the coupon rate.
(d) Callable. The maturity date shown is the call date.
(e) Yankee CD.
(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in
transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2002, these securities
amounted to a value of $2,535,586 or 1.0% of net assets.
</FN>

See Notes to Financial Statements

PHOENIX-GOODWIN MONEY MARKET SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $242,490,474) ...................... $242,490,474
Cash ............................................................................... 2,977
Receivables
Fund shares sold ................................................................. 6,081,234
Interest ......................................................................... 1,455,370
Investment securities sold ....................................................... 125,584
------------
Total assets ................................................................... 250,155,639
------------
LIABILITIES
Payables
Fund shares repurchased .......................................................... 1,964,891
Printing fee ..................................................................... 150,518
Investment advisory fee .......................................................... 78,744
Financial agent fee .............................................................. 18,853
Trustees' fee .................................................................... 3,717
Accrued expenses ................................................................... 21,037
------------
Total liabilities .............................................................. 2,237,760
------------
NET ASSETS ......................................................................... $247,917,879
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $247,917,879
------------
NET ASSETS ......................................................................... $247,917,879
============
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 24,791,811
============
Net asset value and offering price per share ....................................... $10.00
======

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Interest ......................................................................... $2,555,285
----------
Total investment income ........................................................ 2,555,285
----------
EXPENSES
Investment advisory fee .......................................................... 488,221
Financial agent fee .............................................................. 113,289
Printing ......................................................................... 31,047
Custodian ........................................................................ 21,166
Professional ..................................................................... 15,317
Trustees ......................................................................... 3,455
Miscellaneous .................................................................... 7,968
----------
Total expenses ................................................................. 680,463
Custodian fees paid indirectly ................................................. (932)
----------
Net expenses ................................................................... 679,531
----------
NET INVESTMENT INCOME .............................................................. $1,875,754
==========

See Notes to Financial Statements

PHOENIX-GOODWIN MONEY MARKET SERIES

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
------------- --------------

FROM OPERATIONS
Net investment income (loss) ................................................................ $ 1,875,754 $ 7,565,972
Net realized gain (loss) .................................................................... -- 898
------------- --------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................................. 1,875,754 7,566,870
------------- --------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ....................................................................... (1,875,754) (7,565,972)
Net realized short-term gains ............................................................... -- (898)
------------- --------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ................................... (1,875,754) (7,566,870)
------------- --------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (36,501,925 and 101,934,992 shares, respectively) ............. 365,019,258 1,019,349,924
Net asset value of shares issued from reinvestment of distributions
(187,575 and 756,687 shares, respectively) ................................................ 1,875,754 7,566,870
Cost of shares repurchased (37,960,587 and 94,625,616 shares, respectively) ................. (379,605,876) (946,256,175)
------------- --------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ................................... (12,710,864) 80,660,619
------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS ....................................................... (12,710,864) 80,660,619
NET ASSETS
Beginning of period ......................................................................... 260,628,743 179,968,124
------------- --------------
END OF PERIOD ............................................................................... $ 247,917,879 $ 260,628,743
============= ==============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
6/30/02 -------------------------------------------------
(UNAUDITED) 2001 2000 1999 1998 1997
----------- ------- ------ ------ ------ ------

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) ....................... 0.08 0.38 0.59 0.47 0.50 0.50
Net realized gain .................................. -- --(3) -- -- -- --
------ ------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ................. 0.08 0.38 0.59 0.47 0.50 0.50
------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ............... (0.08) (0.38) (0.59) (0.47) (0.50) (0.50)
Distributions from net realized gains .............. -- --(3) -- -- -- --
------ ------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS .............................. (0.08) (0.38) (0.59) (0.47) (0.50) (0.50)
------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD ....................... $10.00 $10.00 $10.00 $10.00 $10.00 $10.00
====== ====== ====== ====== ====== ======
Total return ......................................... 0.76%(5) 3.82% 6.03% 4.82% 5.09% 4.99%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ................ $247,918 $260,629 $179,968 $235,584 $196,811 $126,607
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (1) ............................. 0.56%(2)(4) 0.55%(2) 0.55% 0.55% 0.55% 0.55%
Net investment income .............................. 1.53%(4) 3.63% 5.83% 4.73% 4.99% 5.07%

<FN>
(1) If the investment adviser had not waived fees and reimbursed expenses, the ratio of operating expenses to average net
assets would have been 0.60%, 0.58% and 0.57% for the periods ended December 31, 2001, 2000 and 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) Amount is less than $0.01.
(4) Annualized.
(5) Not annualized.
</FN>

See Notes to Financial Statements

PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

PAR
MOODY'S VALUE
RATING (000) VALUE
-------- ------- ------------

U.S. GOVERNMENT SECURITIES--0.8%
U.S. TREASURY BONDS--0.8%
U.S. Treasury Bonds 5.375%, 2/15/31 ............ Aaa $ 1,500 $ 1,468,829
------------
TOTAL U.S. GOVERNMENT SECURITIES
(Identified cost $1,463,126) ........................................... 1,468,829
------------
AGENCY MORTGAGE-BACKED SECURITIES--11.1%
GNMA 8%, 9/15/06 ............................... Aaa 3 3,095
GNMA 8%, 10/15/06 .............................. Aaa 66 70,397
GNMA 6.50%, '23-'32 ............................ Aaa 18,868 19,292,779
------------
TOTAL AGENCY MORTGAGE-BACKED SECURITIES
(Identified cost $19,009,099) .......................................... 19,366,271
------------
AGENCY NON MORTGAGE-BACKED SECURITIES--1.7%
Fannie Mae 6.625%, 9/15/09 ..................... Aaa 1,250 1,369,492
Fannie Mae 5.375%, 11/15/11 .................... Aaa 500 500,491
Fannie Mae 6.125%, 3/15/12 ..................... Aaa 1,000 1,058,229
------------
TOTAL AGENCY NON MORTGAGE-BACKED SECURITIES
(Identified cost $2,756,587) ........................................... 2,928,212
------------
MUNICIPAL BONDS--9.5%
CALIFORNIA--1.5%
Alameda Corridor Transportation Authority
Revenue Taxable Series C 6.50%,
10/1/19 ...................................... Aaa 750 781,402
Alameda Corridor Transportation Authority
Revenue Taxable Series C 6.60%,
10/1/29 ...................................... Aaa 1,750 1,804,058
------------
2,585,460
------------
CONNECTICUT--2.0%
Mashantucket Western Pequot Tribe
Revenue Taxable Series A 6.91%,
9/1/12 ....................................... Aaa 1,100 1,209,439
Mashantucket Western Pequot Tribe
Revenue Taxable Series A 144A 6.57%,
9/1/13 (b) ................................... Aaa 2,140 2,263,029
------------
3,472,468
------------
FLORIDA--2.2%
Tampa Solid Waste System Revenue Taxable
Series A 6.46%, 10/1/09 ...................... Aaa 2,250 2,377,283
University of Miami Exchangeable Revenue
Taxable Series A 7.65%, 4/1/20 (d) ........... Aaa 1,310 1,387,853
------------
3,765,136
------------
ILLINOIS--0.9%
Illinois Educational Facilities Authority -
Layola University Revenue Taxable
Series C 7.12%, 7/1/11 ....................... Aaa 1,330 1,470,980
------------
MASSACHUSETTS--0.9%
Massachusetts Port Authority Revenue
Taxable Series C 6.35%, 7/1/06 ............... Aa 1,500 1,581,930
------------
NEW JERSEY--1.1%
New Jersey Economic Development
Authority Pension Funding Revenue
Series A 7.425%, 2/15/29 ..................... Aaa 1,750 1,990,537
------------

PAR
MOODY'S VALUE
RATING (000) VALUE
-------- ------- ------------

TEXAS--0.9%
Texas State University System Revenue
Taxable 6.16%, 3/15/06 ....................... Aaa $ 1,495 $ 1,575,999
------------
TOTAL MUNICIPAL BONDS
(Identified cost $15,646,595) .......................................... 16,442,510
------------
ASSET-BACKED SECURITIES--3.8%
Arcel Finance Ltd. 144A 5.984%, 2/1/09 (b) ..... Aaa 675 688,121
CPL Transition Funding LLC 02-1, A4
5.96%, 7/15/13 ............................... Aaa 1,500 1,545,703
Green Tree Financial Corp. 97-5, M1
6.95%, 5/15/29 ............................... Aa 1,020 960,394
Litigation Settlement Monetized Fee Trust
02-5A A 6%, 10/25/32 ......................... Aa 850 833,425
Pass-Through Amortizing Credit Card Trust
02-1A A4FX 8.721%, 6/18/12 ................... Baa 1,000 1,000,000
Prudential Holdings LLC Series FSA 144A
7.245%, 12/18/23 (b) ......................... Aaa 1,500 1,522,350
------------
TOTAL ASSET-BACKED SECURITIES
(Identified cost $6,479,813) ........................................... 6,549,993
------------
CORPORATE BONDS--29.1%
AIRLINES--1.9%
America West Airlines, Inc. 00-G 8.057%,
7/2/20 ....................................... Aaa 1,147 1,203,971
Northwest Airlines Corp. 00-1G 8.072%,
10/1/19 ...................................... Aaa 1,915 2,020,838
------------
3,224,809
------------
ALUMINUM--0.3%
Century Aluminum Co. 11.75%, 4/15/08 ........... Ba 500 540,000
------------
AUTO PARTS & EQUIPMENT--1.1%
Collins & Aikman Products 11.50%,
4/15/06 ...................................... B 1,000 952,500
Collins & Aikman Products 144A 10.75%,
12/31/11 (b) ................................. B 875 875,000
------------
1,827,500
------------
BROADCASTING & CABLE TV--2.1%
Charter Communication Holdings 10%,
5/15/11 ...................................... B 750 510,000
Comcast Cable Communications, Inc.
7.125%, 6/15/13 .............................. Baa 1,000 901,213
Cox Communications, Inc. 7.75%, 11/1/10 ........ Baa 1,000 951,136
CSC Holdings, Inc. Series B 7.625%,
4/1/11 ....................................... Ba 1,250 1,005,725
Insight Communications Co., Inc. 0%,
2/15/11 (d) .................................. Caa 600 261,000
------------
3,629,074
------------
BUILDING PRODUCTS--0.8%
CRH America, Inc. 6.95%, 3/15/12 ............... Baa 375 396,037
Nortek, Inc. Series B 9.875%, 6/15/11 .......... B 1,000 1,015,000
------------
1,411,037
------------
CASINOS & GAMING--1.3%
Hollywood Casino Corp. 11.25%, 5/1/07 .......... B 1,000 1,085,000
MGM Mirage, Inc. 8.50%, 9/15/10 ................ Ba 1,000 1,042,857
Mohegan Tribal Gaming Authority 8.125%,
1/1/06 ....................................... Ba 145 149,350
------------
2,277,207
------------

See Notes to Financial Statements

PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES

PAR
MOODY'S VALUE
RATING (000) VALUE
-------- ------- ------------

CONSUMER FINANCE--1.9%
CIT Group, Inc. 7.75%, 4/2/12 .................. A $ 750 $ 738,320
Ford Motor Credit Co. 7.25%, 10/25/11 .......... A 875 879,197
General Motors Acceptance Corp. 6.875%,
9/15/11 ...................................... A 1,000 992,817
Household Finance Corp. 6.75%, 5/15/11 ......... A 750 745,500
------------
3,355,834
------------
DIVERSIFIED FINANCIAL SERVICES--4.6%
BNP U.S. Funding LLC Series A 144A
7.738%(b),(d) ................................ A 2,500 2,721,865
Erac USA Finance Co. 144A 7.35%,
6/15/08 (b) .................................. Baa 1,000 1,063,300
General Electric Capital Corp. Series MTNA
6%, 6/15/12 .................................. Aaa 1,750 1,741,700
Pemex Master Trust 144A 8.625%, 2/1/22 (b) ..... Baa 500 488,750
Pemex Project Funding Master Trust
9.125%, 10/13/10 ............................. Baa 1,000 1,050,000
Stilwell Financial, Inc. W.I. 7.75%, 6/15/09 ... A-(c) 1,000 986,280
------------
8,051,895
------------
ENVIRONMENTAL SERVICES--0.4%
Allied Waste Industries 7.40%, 9/15/35 ......... Ba 750 611,250
------------
FERTILIZERS & AGRICULTURAL CHEMICALS--1.1%
IMC Global, Inc. 7.625%, 11/1/05 ............... Ba 820 774,615
Terra Industries, Inc. Series B 10.50%,
6/15/05 ...................................... Caa 1,290 1,141,650
------------
1,916,265
------------
FOOD DISTRIBUTORS--0.5%
Fleming Cos., Inc. Series D 10.625%,
7/31/07 ...................................... B 925 911,125
------------
GAS UTILITIES--1.7%
Amerigas Partners/Eagle Finance 8.875%,
5/20/11 ...................................... Ba 1,000 1,045,000
El Paso Corp. 7%, 5/15/11 ...................... Baa 1,000 957,027
Transcontinental Gas Pipe Corp. 144A
8.875%, 7/15/12 (b) .......................... Baa 1,000 975,750
------------
2,977,777
------------
HEALTH CARE DISTRIBUTORS & SERVICES--1.5%
AmerisourceBergen Corp. 8.125%, 9/1/08 ......... Ba 1,000 1,037,500
Fresenius Medical Capital Trust IV 7.875%,
6/15/11 ...................................... Ba 1,250 1,137,500
Insight Health Services Corp. Series B
9.875%, 11/1/11 .............................. B 500 505,000
------------
2,680,000
------------
HEALTH CARE FACILITIES--0.6%
HEALTHSOUTH Corp. 8.375%, 10/1/11 .............. Ba 1,000 1,050,000
------------
HOMEBUILDING--1.2%
Ryland Group 8%, 8/15/06 ....................... Ba 1,000 1,012,500
WCI Communications, Inc. 9.125%, 5/1/12 ........ B 1,000 997,500
------------
2,010,000
------------
HOTELS, RESORTS & CRUISE LINES--1.4%
Park Place Entertainment Corp. 7%,
7/15/04 ...................................... Ba 1,000 1,011,676
Starwood Hotels Resorts Worldwide, Inc.
144A 7.875%, 5/1/12 (b) ...................... Ba 1,500 1,470,000
------------
2,481,676
------------
INDUSTRIAL MACHINERY--0.6%
Dresser, Inc. 144A 9.375%, 4/15/11 (b) ......... B 1,000 1,017,500
------------

PAR
MOODY'S VALUE
RATING (000) VALUE
-------- ------- ------------

LEISURE FACILITIES--0.3%
Bally Total Fitness Holding Corp. Series D
9.875%, 10/15/07 ............................. B $ 575 $ 573,563
------------
OIL & GAS DRILLING--0.6%
Transocean, Inc. 6.75%, 4/15/05 ................ Baa 1,000 1,055,987
------------
OIL & GAS EXPLORATION & PRODUCTION--1.5%
Chesapeake Energy Corp. 8.375%, 11/1/08 ........ B 1,500 1,507,500
Magnum Hunter Resources, Inc. 144A
9.60%, 3/15/12 (b) ........................... B 295 305,325
Pioneer Natural Resource 7.50%, 4/15/12 ........ Ba 700 714,699
------------
2,527,524
------------
OIL & GAS REFINING, MARKETING & TRANSPORTATION--0 5%
Valero Energy Corp. 6.875%, 4/15/12 ............ Baa 750 770,686
------------
PACKAGED FOODS AND MEATS--0.5%
Land O Lakes, Inc. 144A 8.75%, 11/15/11 (b) .... Ba 1,000 935,000
------------
PUBLISHING & PRINTING--0.6%
Reed Elsevier Capital 6.75%, 8/1/11 ............ A 1,000 1,050,539
------------
SPECIALTY STORES--0.6%
Autonation, Inc. 9%, 8/1/08 .................... Ba 1,000 1,035,000
------------
STEEL--1.5%
AK Steel Corp. 9.125%, 12/15/06 ................ B 1,000 1,050,000
Allegheny Technologies, Inc. 8.375%,
12/15/11 ..................................... Baa 1,500 1,561,170
------------
2,611,170
------------
TOTAL CORPORATE BONDS
(Identified cost $50,343,933) .......................................... 50,532,418
------------
NON-AGENCY MORTGAGE-BACKED SECURITIES--14.2%

CS First Boston Mortgage Securities Corp.
97-SPCE, C 7.077%, 2/20/07 ................... AAA(c) 1,279 1,284,142
CS First Boston Mortgage Securities Corp.
97-1R, 1M4 7.398%, 2/28/22 (d) ............... Baa 1,029 1,022,511
Commercial Resecuritization Trust 01-ABC2,
A1 7.17%, 2/21/08 ............................ Aaa 1,750 1,846,250
First Chicago/Lennar Trust 97-CHL1, D
8.168%, 5/29/08 (d) .......................... BB(c) 1,000 942,813
GMAC Commercial Mortgage Securities, Inc.
97-C2, A3 6.566%, 11/15/07 ................... Aaa 1,000 1,043,863
Lehman Brothers Commercial Conduit
Mortgage Trust 99-C2, A2 7.325%,
9/15/09 ...................................... Aaa 2,100 2,313,311
Morgan Stanley Capital I 98-W F2, C 6.77%,
7/15/30 ...................................... AA(c) 1,700 1,820,063
Mortgage Capital Funding, Inc. 98-MC2, B
6.549%, 5/18/08 .............................. Aa 2,500 2,658,399
Norwest Asset Securities Corp. 99-5, B3
6.25%, 3/25/14 ............................... BBB(c) 1,336 1,329,969
Norwest Asset Securities Corp. 99-10, B3
6.25%, 4/25/14 ............................... BBB(c) 768 753,768
Norwest Asset Securities Corp. 97-7, B1
7%, 5/25/27 .................................. Aaa 1,832 1,877,977
Paine Webber Mortgage Acceptance Corp.
00-1, M 7.75%, 9/25/30 ....................... AA(c) 1,262 1,259,928
Residential Funding Mortgage Securities
I 94-S7, M3 6.50%, 3/25/34 ................... Baa 3,109 3,157,814
Securitized Asset Sales, Inc. 95-6, B3 7%,
12/25/10 ..................................... NR 797 822,732
Structured Asset Securities Corp. 00-C2, L
3.589%, 3/20/03 (d) .......................... BB+(c) 1,102 1,086,870
Summit Mortgage Trust 00-1, B3 6.131%,
12/28/12 (d) ................................. A(c) 1,371 1,404,330
------------
TOTAL NON-AGENCY MORTGAGE-BACKED SECURITIES
(Identified cost $23,456,754) .......................................... 24,624,740
------------

See Notes to Financial Statements

PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES

PAR
MOODY'S VALUE
RATING (000) VALUE
-------- ------- ------------

FOREIGN GOVERNMENT SECURITIES--16.7%
BULGARIA--0.8%
Republic of Bulgaria IAB PDI 2.813%,
7/28/11 (d) .................................. B $ 1,470 $ 1,308,300
------------
EL SALVADOR--1.2%
Republic of El Salvador 144A 8.50%,
7/25/11 (b) .................................. Baa 1,000 1,070,000
Republic of El Salvador 144A 8.25%,
4/10/32 (b) .................................. Baa 1,000 960,000
------------
2,030,000
------------
GUATEMALA--0.3%
Republic of Guatemala RegS 10.25%,
11/8/11 ...................................... Ba 500 570,000
------------
JAMAICA--1.8%
Government of Jamaica 144A 11.75%,
5/15/11 (b) .................................. Ba 1,000 1,120,000
Government of Jamaica 10.625%, 6/20/17 ......... Ba 850 909,500
Government of Jamaica 11.625%, 1/15/22 ......... Ba 1,000 1,165,000
------------
3,194,500
------------
MEXICO--2.6%
United Mexican States 7.50%, 1/14/12 ........... Baa 2,500 2,471,250
United Mexican States 8.125%, 12/30/19 ......... Baa 2,000 1,948,000
------------
4,419,250
------------
PANAMA--0.6%
Republic of Panama 9.625%, 2/8/11 .............. Ba 1,000 972,500
------------
PHILIPPINES--1.7%
Republic of the Philippines 9.875%,
1/15/19 ...................................... Ba 2,000 1,992,000
Republic of the Philippines 10.625%,
3/16/25 ...................................... Ba 1,000 1,036,000
------------
3,028,000
------------
POLAND--1.4%
Republic of Poland 6.25%, 7/3/12 ............... Baa 1,500 1,498,125
Republic of Poland Series PDIB 6%,
10/27/14 (d) ................................. Baa 980 986,125
------------
2,484,250
------------
RUSSIA--4.0%
Russian Federation RegS 5%, 3/31/30 (d) ........ Ba 10,000 6,962,500
------------
SOUTH AFRICA--2.0%
Republic of South Africa Series 153 13%,
8/31/10 ...................................... A 19,000(f) 1,935,283
Republic of South Africa 7.375%, 4/25/12 ....... Baa 1,500 1,491,562
------------
3,426,845
------------
UKRAINE--1.0%
Government of Ukraine RegS 11%,
3/15/07 ...................................... B 1,780 1,808,925
------------
TOTAL FOREIGN GOVERNMENT SECURITIES
(Identified cost $29,940,107) .......................................... 30,205,070
------------
FOREIGN CORPORATE BONDS--8.5%
CANADA--1.8%
Rogers Cable, Inc. 144A 7.875%, 5/1/12 (b) ..... Baa 1,000 1,010,030
Telus Corp. 8%, 6/1/11 ......................... Baa 1,000 878,100
Tembec Industries, Inc. 7.75%, 3/15/12 ......... Ba 1,250 1,231,250
------------
3,119,380
------------

PAR
MOODY'S VALUE
RATING (000) VALUE
-------- ------- ------------

CAYMAN ISLANDS--0.4%
Petrobras International Finance 9.75%,
7/6/11 ....................................... Baa $ 1,000 $ 780,000
------------
CHILE--2.1%
Empresa Nacional de Electricidad SA
Series B 8.50%, 4/1/09 ....................... Baa 2,000 1,906,600
HQI Transelectric Chile SA 7.875%,
4/15/11 ...................................... Baa 1,675 1,735,263
------------
3,641,863
------------
IRELAND--0.5%
Clondalkin Industries plc 10.625%,
1/15/10 ...................................... B 750(g) 807,384
------------
MALAYSIA--0.3%
Petronas Capital Ltd. 144A 7%, 5/22/12 (b) ..... Baa 500 505,650
------------
MEXICO--0.8%
Grupo Televisa SA 144A 8.50%, 3/11/32 (b) ...... Baa 415 361,050
Grupo Transportacion Ferroviaria Mexicana
SA de CV 11.75%, 6/15/09 (d) ................. B 1,100 1,036,750
------------
1,397,800
------------
NETHERLANDS--1.1%
Deutsche Telekom International Finance DT
8.50%, 6/15/10 (d) ........................... Baa 1,000 995,661
Deutsche Telekom International Finance DT
8.75%, 6/15/30 (d) ........................... Baa 1,000 929,606
------------
1,925,267
------------
TUNISIA--0.6%
Banque Centrale de Tunisie 7.375%,
4/25/12 ...................................... Baa 1,000 965,000
------------
UNITED KINGDOM--0.2%
Xerox Capital Europe plc 5.875%, 5/15/04 ....... B 500 412,500
------------
TOTAL FOREIGN CORPORATE BONDS
(Identified cost $14,141,881) .......................................... 13,554,844
------------
CREDIT LINKED NOTES--0.6%
ELECTRONIC EQUIPMENT & INSTRUMENTS--0.6%
STEERS Credit Linked Trust 2001,
Series SLR-2 Repackaged Selectron Corp.
0%, 5/20/03 (h),(d) .......................... NR 1,000 970,000
------------
TOTAL CREDIT LINKED NOTES
(Identified cost $1,000,000) ........................................... 970,000
------------
TARGETED RETURN INDEX SECURITIES--1.6%
Lehman Brothers Targeted Return Index
Securities Trust 10-02 144A 6.851%,
1/15/12 (b),(d) .............................. A 2,736 2,808,066
------------
TOTAL TARGETED RETURN INDEX SECURITIES
(Identified cost $2,795,543) ........................................... 2,808,066
------------
LOAN PARTICIPATION NOTES--1.6%
Kingdom of Morroco Series A 2.75%,
1/5/09 (d) ................................... Ba 1,750 1,557,500
United Pan-Europe Communications 5.84%,
3/31/09 (d) .................................. B 1,500 1,215,000
------------
TOTAL LOAN PARTICIPATION NOTES
(Identified cost $2,779,952) ........................................... 2,772,500
------------

See Notes to Financial Statements

PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES

SHARES VALUE
-------- ------------

PREFERRED STOCKS--0.0%
ALTERNATIVE CARRIERS--0.0%
Global Crossing Holdings Ltd. Pfd. PIK
10.50% (e),(h) ........................................ 741 $ 0
------------
TOTAL PREFERRED STOCKS
(Identified cost $7,405) ............................................... 0
------------
COMMON STOCKS--0.0%
INTEGRATED TELECOMMUNICATION SERVICES--0.0%
AT&T Latin America Corp. Class A (e) .................... 64,050 34,587
------------
TOTAL COMMON STOCKS
(Identified cost $281,820) ............................................. 34,587
------------
WARRANTS--0.0%
AEROSPACE & DEFENSE--0.0%
Loral Space & Communications, Inc. Warrants (e),(h),(i) . 1,000 1,000
------------
WIRELESS TELECOMMUNICATION SERVICES--0.0%
Leap Wireless International, Inc. 144A Warrants (b),(e) . 1,500 0
------------
TOTAL WARRANTS
(Identified cost $7,500) ............................................... 1,000
------------
TOTAL LONG TERM INVESTMENTS--99.2%
(Identified cost $170,110,115) ......................................... 172,259,040
------------

STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
-------- ------- ------------

SHORT-TERM OBLIGATIONS--2.1%
COMMERCIAL PAPER--1.9%
Special Purpose Accounts Receivable
Cooperative Corp. 2%, 7/1/02 ................. A-1 $3,224 $ 3,223,642
------------
FEDERAL AGENCY SECURITIES--0.2%
Fannie Mae Discount Note 1.75%, 7/3/02 ......... AAA 420 419,918
------------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $3,643,959) ........................................... 3,643,560
------------
TOTAL INVESTMENTS--101.3%
(Identified Cost $173,754,074) ......................................... 175,902,600(a)
Other assets and liabilities, net--(1.3)% .............................. (2,219,397)
------------
NET ASSETS--100.0% ....................................................... $173,683,203
============

<FN>
(a) Federal Income Tax Information: Net unrealized appreciation of investment securities
is comprised of gross appreciation of $4,778,765 and gross depreciation of $2,619,521
for federal income tax purposes. At June 30, 2002, the aggregate cost of securities
for federal income tax purposes was $173,743,356.
(b) Security exempt from registration under Rule 144A of the Securities Act of 1933.
These securities may be resold in transactions exempt from registration, normally to
qualified institutional buyers. At June 30, 2002, these securities amounted to a
value of $22,160,786 or 12.8% of net assets.
(c) As rated by Standard & Poors or Fitch.
(d) Variable or step coupon security; interest rate shown reflects the rate currently in
effect.
(e) Non-income producing.
(f) Par value represents South African Rand.
(g) Par value represents Euro.
(h) Illiquid. At June 30, 2002, these securities amounted to $971,000 or 0.5% of net
assets.
(i) Security valued at fair value as determined in good faith by or under the direction
of the Trustees. At June 30, 2002, this security, which is included in illiquid
securities above, amounted to a value of $1,000 or 0% of net assets.
</FN>

See Notes to Financial Statements

PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $173,754,074) ...................... $175,902,600
Cash ............................................................................... 999
Receivables
Interest and dividends ........................................................... 2,568,529
Fund shares sold ................................................................. 52,800
Investment securities sold ....................................................... 2,996
------------
Total assets ................................................................... 178,527,924
------------
LIABILITIES
Payables
Investment securities purchased .................................................. 4,462,805
Fund shares repurchased .......................................................... 191,568
Investment advisory fee .......................................................... 72,300
Financial agent fee .............................................................. 15,568
Trustees' fee .................................................................... 3,717
Accrued expenses ................................................................... 98,763
------------
Total liabilities .............................................................. 4,844,721
------------
NET ASSETS ......................................................................... $173,683,203
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $205,698,861
Undistributed net investment income .............................................. 528,234
Accumulated net realized loss .................................................... (34,693,318)
Net unrealized appreciation ...................................................... 2,149,426
------------
NET ASSETS ......................................................................... $173,683,203
============
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 20,583,002
============
Net asset value and offering price per share ....................................... $8.44
=====

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Interest ................................................................................. $ 6,859,729
Dividends ................................................................................ 13,876
-----------
Total investment income ................................................................ 6,873,605
-----------
EXPENSES
Investment advisory fee .................................................................. 430,394
Financial agent fee ...................................................................... 90,909
Printing ................................................................................. 19,824
Professional ............................................................................. 17,116
Custodian ................................................................................ 15,414
Trustees ................................................................................. 3,455
Miscellaneous ............................................................................ 10,176
-----------
Total expenses ......................................................................... 587,288
Custodian fees paid indirectly ......................................................... (2,666)
-----------
Net expenses ........................................................................... 584,622
-----------
NET INVESTMENT INCOME ...................................................................... 6,288,983
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .......................................................... (5,855,961)
Net realized gain on foreign currency transactions ....................................... 1,717
Net change in unrealized appreciation (depreciation) on investments ...................... 4,311,359
Net change in unrealized appreciation (depreciation) on foreign currency and foreign
currency transactions .................................................................. (4,072)
-----------
NET LOSS ON INVESTMENTS .................................................................... (1,546,957)
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ....................................... $ 4,742,026
===========

See Notes to Financial Statements

PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
------------ ------------

FROM OPERATIONS
Net investment income (loss) ................................................................ $ 6,288,983 $ 13,525,541
Net realized gain (loss) .................................................................... (5,854,244) (5,676,289)
Net change in unrealized appreciation (depreciation) ........................................ 4,307,287 1,870,045
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................................. 4,742,026 9,719,297
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ....................................................................... (7,086,740) (13,336,322)
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ................................... (7,086,740) (13,336,322)
------------ ------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (3,108,014 and 4,560,206 shares, respectively) ................ 26,818,562 40,237,530
Net asset value of shares issued from reinvestment of distributions
(839,749 and 1,546,724 shares, respectively) ................................................ 7,086,740 13,336,322
Cost of shares repurchased (2,915,887 and 4,859,933 shares, respectively) ................... (25,106,575) (42,828,727)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ................................... 8,798,727 10,745,125
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS ....................................................... 6,454,013 7,128,100
NET ASSETS
Beginning of period ......................................................................... 167,229,190 160,101,090
------------ ------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $528,234 AND $1,325,991,
RESPECTIVELY) ............................................................................. $173,683,203 $167,229,190
============ ============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
6/30/02 ---------------------------------------------------
(UNAUDITED) 2001(4) 2000 1999 1998 1997
----------- ------- ------ ------ ------ ------

Net asset value, beginning of period ................. $ 8.55 $ 8.75 $ 8.92 $ 9.18 $10.38 $10.34
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ....................... 0.31 0.72(3) 0.75 0.73 0.77 0.75
Net realized and unrealized gain (loss) ............ (0.07) (0.21) (0.19) (0.24) (1.17) 0.34
------ ------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ................. 0.24 0.51 0.56 0.49 (0.40) 1.09
------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ............... (0.35) (0.71) (0.73) (0.75) (0.74) (0.77)
Distributions from net realized gains .............. -- -- -- -- (0.06) (0.28
------ ------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS .............................. (0.35) (0.71) (0.73) (0.75) (0.80) (1.05)
------ ------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE ............................ (0.11) (0.20) (0.17) (0.26) (1.20) 0.04
------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD ....................... $ 8.44 $ 8.55 $ 8.75 $ 8.92 $ 9.18 $10.38
====== ====== ====== ====== ====== ======
Total return ......................................... 2.75%(6) 6.09% 6.47% 5.46% (4.02)% 10.93%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ................ $173,683 $167,229 $160,101 $172,836 $187,363 $191,627
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (1) ............................. 0.68%(2)(5) 0.65%(2) 0.65% 0.65% 0.64% 0.65%
Net investment income .............................. 7.31%(5) 8.14% 8.45% 7.79% 7.61% 7.25%
Portfolio turnover ................................... 108%(6) 188% 148% 125% 160% 151%

<FN>
(1) If the investment adviser had not waived fees and reimbursed expenses, the ratio of operating expenses to average net
assets would have been 0.71%, 0.69%, 0.71% and 0.66% for the periods ended December 31, 2001, 2000, 1999 and 1997,
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) Computed using average shares outstanding.
(4) As required, effective January 1, 2001, the Fund has adopted the provisions of AICPA Audit and Accounting Guide for
Investment Companies and began amortizing premium on debt securities and including paydown gains and losses in interest
income. The effect of this change for the year ended December 31, 2001 was to increase the ratio of net investment income
to average net assets from 8.13% to 8.14%. There was no effect to net investment income per share and net realized and
unrealized gain (loss) per share. Per share ratios and supplemental data for prior periods have not been restated to
reflect this change.
(5) Annualized.
(6) Not annualized.
</FN>

See Notes to Financial Statements

PHOENIX-HOLLISTER VALUE EQUITY SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
------- -----------

COMMON STOCKS--95.7%
AEROSPACE & DEFENSE--5.6%
Boeing Co. (The) ........................................ 33,000 $ 1,485,000
General Dynamics Corp. .................................. 7,000 744,450
Integrated Defense Technologies, Inc. (b) ............... 39,800 1,171,314
Raytheon Co. ............................................ 28,400 1,157,300
United Technologies Corp. ............................... 4,700 319,130
-----------
4,877,194
-----------
AIR FREIGHT & COURIERS--1.6%
Airborne, Inc. .......................................... 36,000 691,200
FedEx Corp. ............................................. 13,000 694,200
-----------
1,385,400
-----------
AIRLINES--0.8%
Continental Airlines, Inc. Class B (b) .................. 20,000 315,600
Delta Air Lines, Inc. ................................... 20,000 400,000
-----------
715,600
-----------
ALUMINUM--1.1%
Alcoa, Inc. ............................................. 27,900 924,885
-----------
APPAREL RETAIL--0.6%
Talbots, Inc. (The) ..................................... 15,000 525,000
-----------
APPAREL, ACCESSORIES & LUXURY GOODS--2.5%
Liz Claiborne, Inc. ..................................... 29,000 922,200
Nautica Enterprises, Inc. (b) ........................... 27,000 350,730
Russell Corp. ........................................... 44,500 856,625
-----------
2,129,555
-----------
BANKS--10.3%
AmSouth Bancorp ......................................... 32,000 716,160
Bank of New York Co., Inc. (The) ........................ 19,800 668,250
Comerica, Inc. .......................................... 22,900 1,406,060
Compass Bancshares, Inc. ................................ 20,000 672,000
Cullen/Frost Bankers, Inc. .............................. 34,000 1,222,300
Popular, Inc. ........................................... 21,800 734,224
Southwest Bancorp. of Texas, Inc. (b) ................... 28,000 1,014,160
Sterling Bancshares, Inc. ............................... 8,000 118,160
U.S. Bancorp ............................................ 23,900 558,065
Union Planters Corp. .................................... 16,350 529,250
Wells Fargo & Co. ....................................... 24,600 1,231,476
-----------
8,870,105
-----------
BIOTECHNOLOGY--0.8%
SICOR, Inc. (b) ......................................... 36,100 669,294
-----------
BUILDING PRODUCTS--1.0%
York International Corp. ................................ 24,400 824,476
-----------
CASINOS & GAMING--1.2%
Park Place Entertainment Corp. (b) ...................... 75,800 776,950
WMS Industries, Inc. (b) ................................ 20,000 245,000
-----------
1,021,950
-----------
COMMERCIAL PRINTING--1.6%
Valassis Communications, Inc. (b) ....................... 38,700 1,412,550
-----------
COMMODITY CHEMICALS--0.5%
Lyondell Chemical Co. ................................... 31,300 472,630
-----------
CONSTRUCTION MATERIALS--0.7%
Texas Industries, Inc. .................................. 19,600 617,204
-----------
CONSTRUCTION, FARM MACHINERY & HEAVY TRUCKS--1.1%
Caterpillar, Inc. ....................................... 20,000 979,000
-----------

SHARES VALUE
------- -----------

CONSUMER FINANCE--1.8%
American Capital Strategies Ltd. ........................ 30,000 $ 824,100
MBNA Corp. .............................................. 22,600 747,382
-----------
1,571,482
-----------
DIVERSIFIED CHEMICALS--2.3%
Dow Chemical Co. (The) .................................. 25,000 859,500
Du Pont (E.I.) de Nemours & Co. ......................... 13,000 577,200
Olin Corp. .............................................. 26,000 575,900
-----------
2,012,600
-----------
DIVERSIFIED COMMERCIAL SERVICES--2.1%
ABM Industries, Inc. .................................... 7,500 130,200
Arbitron, Inc. (b) ...................................... 4,300 134,160
Cendant Corp. (b) ....................................... 95,000 1,508,600
-----------
1,772,960
-----------
DIVERSIFIED FINANCIAL SERVICES--6.7%
Ambac Financial Group, Inc. ............................. 29,500 1,982,400
American Express Co. .................................... 18,000 653,760
J.P. Morgan Chase & Co. ................................. 22,900 776,768
Merrill Lynch & Co., Inc. ............................... 10,000 405,000
Prudential Financial, Inc. (b) .......................... 55,100 1,838,136
SWS Group, Inc. ......................................... 8,000 156,960
-----------
5,813,024
-----------
ELECTRIC UTILITIES--0.8%
Dominion Resources, Inc. ................................ 2,000 132,400
Hawaiian Electric Industries, Inc. ...................... 10,000 425,500
PNM Resources, Inc. ..................................... 6,000 145,200
-----------
703,100
-----------
ELECTRONIC EQUIPMENT & INSTRUMENTS--0.2%
Diebold, Inc. ........................................... 4,700 175,028
-----------
EMPLOYMENT SERVICES--1.7%
Manpower, Inc. .......................................... 27,700 1,017,975
Watson Wyatt & Co. Holdings (b) ......................... 18,200 440,804
-----------
1,458,779
-----------
ENVIRONMENTAL SERVICES--0.5%
Waste Management, Inc. .................................. 15,000 390,750
-----------
GAS UTILITIES--0.6%
NiSource, Inc. .......................................... 24,000 523,920
-----------
GENERAL MERCHANDISE STORES--0.1%
Target Corp. ............................................ 2,500 95,250
-----------
HOME FURNISHINGS--0.8%
Ethan Allen Interiors, Inc. ............................. 18,600 648,210
-----------
HOTELS, RESORTS & CRUISE LINES--0.9%
Hilton Hotels Corp. ..................................... 27,000 375,300
Marriott International, Inc. Class A .................... 10,000 380,500
-----------
755,800
-----------
HOUSEHOLD APPLIANCES--0.8%
Toro Co. (The) .......................................... 12,000 682,080
-----------
HOUSEHOLD PRODUCTS--2.7%
Clorox Co. (The) ........................................ 15,000 620,250
Kimberly-Clark Corp. .................................... 27,000 1,674,000
-----------
2,294,250
-----------
INDUSTRIAL CONGLOMERATES--1.3%
Textron, Inc. ........................................... 24,600 1,153,740
-----------

See Notes to Financial Statements

PHOENIX-HOLLISTER VALUE EQUITY SERIES

SHARES VALUE
------- -----------

INDUSTRIAL MACHINERY--2.0%
Illinois Tool Works, Inc. ............................... 10,000 $ 683,000
Watts Industries, Inc. Class A .......................... 53,000 1,052,050
-----------
1,735,050
-----------
INSURANCE BROKERS--0.7%
Aon Corp. ............................................... 20,000 589,600
-----------
INTEGRATED TELECOMMUNICATION SERVICES--1.1%
Verizon Communications, Inc. ............................ 24,100 967,615
-----------
LEISURE FACILITIES--2.0%
Six Flags, Inc. (b) ..................................... 120,700 1,744,115
-----------
LEISURE PRODUCTS--2.0%
Hasbro, Inc. ............................................ 97,000 1,315,320
Scientific Games Corp. Class A (b) ...................... 56,400 447,816
-----------
1,763,136
-----------
LIFE & HEALTH INSURANCE--1.9%
Torchmark Corp. ......................................... 16,200 618,840
UnumProvident Corp. ..................................... 40,100 1,020,545
-----------
1,639,385
-----------
MANAGED HEALTH CARE--3.7%
Aetna, Inc. ............................................. 22,000 1,055,340
Health Net, Inc. (b) .................................... 45,000 1,204,650
Humana, Inc. (b) ........................................ 58,700 917,481
-----------
3,177,471
-----------
MARINE--1.2%
Teekay Shipping Corp. ................................... 27,400 1,011,334
-----------
MULTI-LINE INSURANCE--1.0%
Loews Corp. ............................................. 16,000 847,840
-----------
MULTI-UTILITIES & UNREGULATED POWER--0.1%
Duke Energy Corp. ....................................... 3,700 115,070
-----------
OIL & GAS DRILLING--1.1%
Rowan Cos., Inc. (b) .................................... 42,900 920,205
-----------
OIL & GAS EQUIPMENT & SERVICES--2.1%
Halliburton Co. ......................................... 60,300 961,182
National-Oilwell, Inc. (b) .............................. 42,500 894,625
-----------
1,855,807
-----------
OIL & GAS EXPLORATION & PRODUCTION--1.9%
Pioneer Natural Resources Co. ........................... 40,000 1,042,000
Spinnaker Exploration Co. (b) ........................... 16,400 590,728
-----------
1,632,728
-----------
PACKAGED FOODS AND MEATS--1.2%
Kraft Foods, Inc. Class A ............................... 25,000 1,023,750
-----------
PAPER PRODUCTS--1.1%
International Paper Co. ................................. 22,000 958,760
-----------
PHARMACEUTICALS--2.9%
Bristol-Myers Squibb Co. ................................ 48,300 1,241,310
Mylan Laboratories, Inc. ................................ 41,200 1,291,620
-----------
2,532,930
-----------
PROPERTY & CASUALTY INSURANCE--3.0%
Allstate Corp. (The) .................................... 44,100 1,630,818
Chubb Corp. (The) ....................................... 14,000 991,200
-----------
2,622,018
-----------

SHARES VALUE
------- -----------

RAILROADS--3.2%
CSX Corp. ............................................... 37,600 $ 1,317,880
Union Pacific Corp. ..................................... 23,200 1,468,096
-----------
2,785,976
-----------
REITS--1.3%
Apartment Investment & Management Co. Class A ........... 5,000 246,000
iStar Financial, Inc. ................................... 25,000 712,500
Prentiss Properties Trust ............................... 6,000 190,500
-----------
1,149,000
-----------
SOFT DRINKS--0.6%
PepsiCo, Inc. ........................................... 10,000 482,000
-----------
SPECIALTY STORES--3.4%
Barnes & Noble, Inc. (b) ................................ 23,400 618,462
Office Depot, Inc. (b) .................................. 41,900 703,920
Pep Boys-Manny, Moe & Jack (The) ........................ 50,000 842,500
Pier 1 Imports, Inc. .................................... 37,900 795,900
-----------
2,960,782
-----------
TIRES & RUBBER--0.5%
Bandag, Inc. ............................................ 14,000 396,480
-----------
TOBACCO--3.6%
Philip Morris Cos., Inc. ................................ 33,000 1,441,440
UST, Inc. ............................................... 50,000 1,700,000
-----------
3,141,440
-----------
TRUCKING--1.4%
Pacer International, Inc. (b) ........................... 68,800 1,186,112
-----------
TOTAL COMMON STOCKS
(Identified cost $82,766,538) ........................................ 82,714,420
-----------
FOREIGN COMMON STOCKS--2.0%

CASINOS & GAMING--1.2%
Magna Entertainment Corp. Class A (Canada) (b) .......... 144,200 1,007,958
-----------
OIL & GAS DRILLING--0.8%
Nabors Industries Ltd. (Barbados) (b) ................... 21,200 748,360
-----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $1,923,794) ......................................... 1,756,318
-----------
TOTAL LONG TERM INVESTMENTS--97.7%
(Identified cost $84,690,332) ........................................ 84,470,738
-----------

STANDARD PAR
& POOR'S VALUE
RATING (000)
-------- -----

SHORT-TERM OBLIGATIONS--2.5%
COMMERCIAL PAPER--2.5%
Emerson Electric Co. 2%, 7/1/02 ................ A-1 $1,125 1,125,000
Receivables Capital Corp. 1.90%, 7/1/02 ........ A-1+ 300 300,000
Verizon Network Funding Corp. 1.76%,
7/16/02 ...................................... A-1+ 710 709,479
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $2,134,479) ......................................... 2,134,479
-----------
TOTAL INVESTMENTS--100.2%
(Identified Cost $86,824,811) ........................................ 86,605,217(a)
Other assets and liabilities, net--(0.2)% ............................ (130,312)
-----------
NET ASSETS--100.0% ..................................................... $86,474,905
===========

<FN>
(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $4,400,664 and gross depreciation
of $5,017,616 for federal income tax purposes. At June 30, 2002, the aggregate
cost of securities for federal income tax purposes was $87,222,169.
(b) Non-income producing.
</FN>

See Notes to Financial Statements

PHOENIX-HOLLISTER VALUE EQUITY SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $86,824,811) ....................... $86,605,217
Cash ............................................................................... 1,000
Receivables
Investment securities sold ....................................................... 2,263,172
Dividends and interest ........................................................... 118,437
Fund shares sold ................................................................. 79,040
-----------
Total assets ................................................................... 89,066,866
-----------
LIABILITIES
Payables
Investment securities purchased .................................................. 2,430,794
Fund shares repurchased .......................................................... 30,018
Investment advisory fee .......................................................... 51,324
Financial agent fee .............................................................. 9,778
Trustees' fee .................................................................... 3,717
Accrued expenses ................................................................... 66,330
-----------
Total liabilities .............................................................. 2,591,961
-----------
NET ASSETS ......................................................................... $86,474,905
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $98,232,893
Undistributed net investment income .............................................. 120,758
Accumulated net realized loss .................................................... (11,659,152)
Net unrealized depreciation ...................................................... (219,594)
-----------
NET ASSETS ......................................................................... $86,474,905
===========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 7,479,612
===========
Net asset value and offering price per share ....................................... $11.56
======

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends ........................................................................ $ 668,383
Interest ......................................................................... 16,653
Foreign taxes withheld ........................................................... (365)
-----------
Total investment income ........................................................ 684,671
-----------
EXPENSES
Investment advisory fee .......................................................... 307,455
Financial agent fee .............................................................. 56,779
Printing ......................................................................... 25,988
Professional ..................................................................... 16,052
Custodian ........................................................................ 11,685
Trustees ......................................................................... 3,455
Miscellaneous .................................................................... 4,430
-----------
Total expenses ................................................................. 425,844
Less expense borne by investment adviser ....................................... (22,978)
Custodian fees paid indirectly ................................................. (88)
-----------
Net expenses ................................................................... 402,778
-----------
NET INVESTMENT INCOME .............................................................. 281,893
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .................................................. (5,286,419)
Net change in unrealized appreciation (depreciation) on investments .............. (1,017,816)
-----------
NET LOSS ON INVESTMENTS ............................................................ (6,304,235)
-----------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ............................... $(6,022,342)
===========

See Notes to Financial Statements

PHOENIX-HOLLISTER VALUE EQUITY SERIES

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
------------ -----------

FROM OPERATIONS
Net investment income (loss) ..................................................................... $ 281,893 $ 736,897
Net realized gain (loss) ......................................................................... (5,286,419) (6,316,439)
Net change in unrealized appreciation (depreciation) ............................................. (1,017,816) (6,361,675)
------------ -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ...................................... (6,022,342) (11,941,217)
------------ -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ............................................................................ (297,990) (600,943)
Net realized short-term gains .................................................................... -- (440,505)
------------ -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ........................................ (297,990) (1,041,448)
------------ -----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (1,818,264 and 5,154,942 shares, respectively) ..................... 22,254,349 68,982,484
Net asset value of shares issued from reinvestment of distributions (26,030 and 80,045 shares,
respectively) .................................................................................. 297,990 1,041,448
Cost of shares repurchased (1,145,709 and 1,418,021 shares, respectively) ........................ (13,916,230) (18,342,907)
------------ -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ........................................ 8,636,109 51,681,025
------------ -----------
NET INCREASE (DECREASE) IN NET ASSETS ............................................................ 2,315,777 38,698,360
NET ASSETS
Beginning of period .............................................................................. 84,159,128 45,460,768
------------ -----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $120,758 AND $136,855,
RESPECTIVELY) .................................................................................. $ 86,474,905 $84,159,128
============ ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS YEAR ENDED FROM
ENDED DECEMBER 31, INCEPTION
6/30/02 ---------------------------- 3/2/98 TO
(UNAUDITED) 2001 2000 1999 12/31/98
----------- ------ ------ ------ --------

Net asset value, beginning of period ............................... $12.41 $15.34 $12.91 $11.03 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ..................................... 0.04 0.11 0.07 0.04 0.05
Net realized and unrealized gain (loss) .......................... (0.85) (2.86) 3.98 2.63 1.03
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ............................... (0.81) (2.75) 4.05 2.67 1.08
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ............................. (0.04) (0.09) (0.08) (0.04) (0.05)
Distributions from net realized gains ............................ -- (0.09) (1.54) (0.75) --
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS ............................................ (0.04) (0.18) (1.62) (0.79) (0.05)
------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE .......................................... (0.85) (2.93) 2.43 1.88 1.03
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD ..................................... $11.56 $12.41 $15.34 $12.91 $11.03
====== ====== ====== ====== ======
Total return ....................................................... (6.52)%(2) (17.96)% 32.16% 24.33% 10.79%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) .............................. $86,475 $84,159 $45,461 $17,470 $9,533
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (3) ........................................... 0.92%(1)(4) 0.85%(4) 0.85% 0.85% 0.85%(1)
Net investment income ............................................ 0.64%(1) 1.11% 0.79% 0.41% 0.85%(1)
Portfolio turnover ................................................. 76%(2) 245% 166% 168% 77%(2)

<FN>
(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 0.97%, 1.00%, 1.33%, 2.03% and 2.46% for the periods ended June 30, 2002, December 31, 2001, 2000, 1999 and
1998, respectively.
(4) 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.
</FN>

See Notes to Financial Statements

PHOENIX-J.P. MORGAN RESEARCH ENHANCED INDEX SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
-------- ------ ----------

U.S. GOVERNMENT SECURITIES--0.2%
U.S. TREASURY NOTES--0.2%
U.S. Treasury Notes 6.25%, 7/31/02 (c) ............ AAA $150 $ 150,616
-----------
TOTAL U.S. GOVERNMENT SECURITIES
(Identified cost $150,532) ........................................... 150,616
-----------

SHARES
--------

COMMON STOCKS--96.4%
ADVERTISING--0.1%
Omnicom Group, Inc. ..................................... 2,400 109,920
-----------
AEROSPACE & DEFENSE--2.1%
Boeing Co. (The) ........................................ 7,000 315,000
General Dynamics Corp. .................................. 2,200 233,970
Honeywell International, Inc. ........................... 9,000 317,070
Lockheed Martin Corp. ................................... 5,300 368,350
United Technologies Corp. ............................... 11,100 753,690
-----------
1,988,080
-----------
AIR FREIGHT & COURIERS--0.2%
FedEx Corp. ............................................. 2,900 154,860
-----------
AIRLINES--0.2%
AMR Corp. (b) ........................................... 600 10,116
Delta Air Lines, Inc. ................................... 3,700 74,000
Southwest Airlines Co. .................................. 4,200 67,872
-----------
151,988
-----------
ALTERNATIVE CARRIERS--0.0%
American Tower Corp. Class A (b) ........................ 5,700 19,665
-----------
ALUMINUM--0.6%
Alcoa, Inc. ............................................. 15,800 523,770
-----------
APPAREL RETAIL--0.6%
Abercrombie & Fitch Co. Class A (b) .................... 6,400 154,368
Limited Brands .......................................... 4,100 87,330
TJX Cos., Inc. (The) .................................... 18,800 368,668
-----------
610,366
-----------
APPAREL, ACCESSORIES & LUXURY GOODS--0.2%
Jones Apparel Group, Inc. (b) ........................... 5,500 206,250
-----------
APPLICATION SOFTWARE--0.1%
Citrix Systems, Inc. (b) ................................ 3,700 22,348
PeopleSoft, Inc. (b) .................................... 2,300 34,224
Rational Software Corp. (b) ............................. 3,700 30,377
-----------
86,949
-----------
AUTO PARTS & EQUIPMENT--0.6%
Delphi Corp. ............................................ 13,000 171,600
Johnson Controls, Inc. .................................. 2,700 220,347
Lear Corp. (b) .......................................... 2,100 97,125
Visteon Corp. ........................................... 4,600 65,320
-----------
554,392
-----------
AUTOMOBILE MANUFACTURERS--1.0%
Ford Motor Co. .......................................... 21,900 350,400
General Motors Corp. .................................... 11,400 609,330
-----------
959,730
-----------

SHARES VALUE
-------- -----------

BANKS--6.6%
AmSouth Bancorp ......................................... 6,400 $ 143,232
Bank of America Corp. ................................... 8,800 619,168
Bank of New York Co., Inc. (The) ........................ 5,000 168,750
Bank One Corp. .......................................... 16,300 627,224
Banknorth Group, Inc. ................................... 1,400 36,428
BB&T Corp. .............................................. 700 27,020
Compass Bancshares, Inc. ................................ 1,000 33,600
FirstMerit Corp. ........................................ 300 8,274
FleetBoston Financial Corp. ............................. 20,600 666,410
Golden State Bancorp, Inc. .............................. 2,300 83,375
GreenPoint Financial Corp. .............................. 3,700 181,670
Hibernia Corp. Class A .................................. 2,300 45,517
IndyMac Bancorp, Inc. (b) ............................... 1,200 27,216
KeyCorp ................................................. 600 16,380
Marshall & Ilsley Corp. ................................. 200 6,186
National Commerce Financial Corp. ....................... 300 7,890
North Fork Bancorp., Inc. ............................... 1,800 71,658
Northern Trust Corp. .................................... 4,500 198,270
PNC Financial Services Group ............................ 7,600 397,328
Regions Financial Corp. ................................. 2,300 80,845
SouthTrust Corp. ........................................ 6,200 161,944
SunTrust Banks, Inc. .................................... 3,800 257,336
TCF Financial Corp. ..................................... 1,300 63,830
U.S. Bancorp ............................................ 38,800 905,980
Union Planters Corp. .................................... 900 29,133
Wachovia Corp. .......................................... 8,700 332,166
Washington Mutual, Inc. ................................. 18,600 690,246
Wells Fargo & Co. ....................................... 7,000 350,420
Wilmington Trust Corp. .................................. 400 12,200
-----------
6,249,696
-----------
BIOTECHNOLOGY--1.1%
Amgen, Inc. (b) ......................................... 13,500 565,380
Genzyme Corp. (b) ....................................... 500 9,620
Human Genome Sciences, Inc. (b) ......................... 6,700 89,780
Immunex Corp. (b) ....................................... 3,500 78,190
MedImmune, Inc. (b) ..................................... 9,900 261,360
Vertex Pharmaceuticals, Inc. (b) ........................ 2,400 39,072
-----------
1,043,402
-----------
BREWERS--0.2%
Anheuser-Busch Cos., Inc. ............................... 2,800 140,000
-----------
BROADCASTING & CABLE TV--0.9%
Charter Communications, Inc. Class A (b) ................ 10,600 43,248
Clear Channel Communications, Inc. (b) .................. 3,200 102,464
Comcast Corp. Class A (b) ............................... 18,500 441,040
Cox Communications, Inc. Class A (b) .................... 4,200 115,710
Liberty Media Corp. Class A (b) ......................... 12,600 126,000
-----------
828,462
-----------
BUILDING PRODUCTS--0.1%
Masco Corp. ............................................. 4,100 111,151
-----------
CASINOS & GAMING--0.2%
Harrah's Entertainment, Inc. (b) ........................ 2,400 106,440
Park Place Entertainment Corp. (b) ...................... 3,600 36,900
-----------
143,340
-----------
COMMODITY CHEMICALS--0.0%
Lyondell Chemical Co. ................................... 2,000 30,200
-----------
COMPUTER & ELECTRONICS RETAIL--0.1%
Best Buy Co., Inc. (b) .................................. 2,700 98,010
-----------

See Notes to Financial Statements

PHOENIX-J.P. MORGAN RESEARCH ENHANCED INDEX SERIES

SHARES VALUE
-------- -----------

COMPUTER HARDWARE--3.1%
Dell Computer Corp. (b) ................................. 30,400 $ 794,656
Hewlett-Packard Co. ..................................... 44,900 686,072
International Business Machines Corp. (c) ............... 14,800 1,065,600
NCR Corp. (b) ........................................... 7,600 262,960
Sun Microsystems, Inc. (b) .............................. 32,300 161,823
-----------
2,971,111
-----------
COMPUTER STORAGE & PERIPHERALS--0.2%
EMC Corp. (b) ........................................... 17,700 133,635
Lexmark International, Inc. (b) ......................... 500 27,200
Network Appliance, Inc. (b) ............................. 1,500 18,660
-----------
179,495
-----------
CONSTRUCTION, FARM MACHINERY & HEAVY TRUCKS--0.3%
Caterpillar, Inc. ....................................... 4,000 195,800
Deere & Co. ............................................. 1,500 71,850
-----------
267,650
-----------
CONSUMER FINANCE--1.9%
AmeriCredit Corp. (b) ................................... 4,200 117,810
Capital One Financial Corp. ............................. 7,500 457,875
Countrywide Credit Industries, Inc. ..................... 10,800 521,100
Household International, Inc. ........................... 9,400 467,180
MBNA Corp. .............................................. 6,400 211,648
-----------
1,775,613
-----------
DATA PROCESSING SERVICES--0.4%
Automatic Data Processing, Inc. ......................... 8,200 357,110
-----------
DEPARTMENT STORES--1.1%
Federated Department Stores, Inc. (b) ................... 7,800 309,660
Kohl's Corp. (b) ........................................ 6,700 469,536
May Department Stores Co. (The) ......................... 2,300 75,739
Sears, Roebuck and Co. .................................. 3,100 168,330
-----------
1,023,265
-----------
DIVERSIFIED CHEMICALS--0.5%
Dow Chemical Co. (The) .................................. 5,300 182,214
Du Pont (E.I.) de Nemours & Co. ......................... 4,000 177,600
Eastman Chemical Co. .................................... 2,800 131,320
-----------
491,134
-----------
DIVERSIFIED COMMERCIAL SERVICES--0.4%
Cendant Corp. (b) ....................................... 16,600 263,608
eBay, Inc. (b) .......................................... 2,100 129,402
-----------
393,010
-----------
DIVERSIFIED FINANCIAL SERVICES--6.8%
Ambac Financial Group, Inc. ............................. 4,100 275,520
American Express Co. .................................... 8,000 290,560
Citigroup, Inc. (c) ..................................... 64,800 2,511,000
E*TRADE Group, Inc. (b) ................................. 13,500 73,710
Edwards (A.G.), Inc. .................................... 700 27,209
Fannie Mae .............................................. 15,000 1,106,250
Freddie Mac ............................................. 5,700 348,840
Goldman Sachs Group, Inc. (The) ......................... 4,500 330,075
Legg Mason, Inc. ........................................ 1,400 69,076
Merrill Lynch & Co., Inc. ............................... 3,000 121,500
Morgan Stanley .......................................... 13,200 568,656
Prudential Financial, Inc. (b) .......................... 6,700 223,512
Schwab (Charles) Corp. (The) ............................ 26,900 301,280
State Street Corp. ...................................... 800 35,760
T.Rowe Price Group, Inc. ................................ 3,700 121,656
-----------
6,404,604
-----------
DRUG RETAIL--0.5%
CVS Corp. ............................................... 5,700 174,420
Walgreen Co. ............................................ 8,200 316,766
-----------
491,186
-----------

SHARES VALUE
-------- -----------

ELECTRIC UTILITIES--2.9%
Ameren Corp. ............................................ 1,900 $ 81,719
American Electric Power Co., Inc. ....................... 2,600 104,052
Cinergy Corp. ........................................... 4,100 147,559
Constellation Energy Group, Inc. ........................ 4,700 137,898
Dominion Resources, Inc. ................................ 6,900 456,780
DTE Energy Co. .......................................... 4,900 218,736
Edison International (b) ................................ 1,100 18,700
Entergy Corp. ........................................... 8,400 356,496
FirstEnergy Corp. ....................................... 3,300 110,154
FPL Group, Inc. ......................................... 900 53,991
PG&E Corp. (b) .......................................... 15,700 280,873
Pinnacle West Capital Corp. ............................. 2,500 98,750
Potomac Electric Power Co. .............................. 1,800 38,664
Progress Energy, Inc. ................................... 6,300 327,663
Reliant Energy, Inc. .................................... 1,400 23,660
TXU Corp. ............................................... 1,100 56,705
Wisconsin Energy Corp. .................................. 3,200 80,864
Xcel Energy, Inc. ....................................... 5,700 95,589
-----------
2,688,853
-----------
ELECTRICAL COMPONENTS & EQUIPMENT--0.4%
Cooper Industries Ltd. Class A .......................... 1,700 66,810
Emerson Electric Co. .................................... 4,800 256,848
Rockwell Automation, Inc. ............................... 4,200 83,916
-----------
407,574
-----------
ELECTRONIC EQUIPMENT & INSTRUMENTS--0.1%
Agilent Technologies, Inc. (b) .......................... 1,900 44,935
Gemstar-TV Guide International, Inc. (b) ................ 9,000 48,510
-----------
93,445
-----------
ENVIRONMENTAL SERVICES--0.4%
Waste Management, Inc. .................................. 13,700 356,885
-----------
FERTILIZERS & AGRICULTURAL CHEMICALS--0.0%
Monsanto Co. ............................................ 1,100 19,580
-----------
FOOD DISTRIBUTORS--0.3%
Sysco Corp. ............................................. 9,600 261,312
-----------
FOOD RETAIL--0.3%
Albertson's, Inc. ....................................... 5,900 179,714
Kroger Co. (The) (b) .................................... 3,400 67,660
-----------
247,374
-----------
FOOTWEAR--0.3%
NIKE, Inc. Class B ...................................... 4,600 246,790
-----------
FOREST PRODUCTS--0.0%
Weyerhaeuser Co. ........................................ 700 44,695
-----------
GAS UTILITIES--0.2%
El Paso Corp. ........................................... 9,400 193,734
-----------
GENERAL MERCHANDISE STORES--3.0%
Costco Wholesale Corp. (b) .............................. 1,300 50,206
Target Corp. ............................................ 13,800 525,780
Wal-Mart Stores, Inc. (c) ............................... 40,900 2,249,909
-----------
2,825,895
-----------
HEALTH CARE DISTRIBUTORS & SERVICES--0.4%
Cardinal Health, Inc. ................................... 4,600 282,486
McKesson Corp. .......................................... 1,400 45,780
Omnicare, Inc. .......................................... 1,300 34,138
-----------
362,404
-----------
HEALTH CARE EQUIPMENT--1.8%
Bard (C.R.), Inc. ....................................... 800 45,264
Baxter International, Inc. .............................. 8,400 373,380
Becton, Dickinson and Co. ............................... 7,100 244,595
Biomet, Inc. ............................................ 1,700 46,104

See Notes to Financial Statements

PHOENIX-J.P. MORGAN RESEARCH ENHANCED INDEX SERIES

SHARES VALUE
-------- -----------

HEALTH CARE EQUIPMENT--CONTINUED
Guidant Corp. (b) ....................................... 10,900 $ 329,507
Medtronic, Inc. ......................................... 7,900 338,515
St. Jude Medical, Inc. (b) .............................. 1,600 118,160
Stryker Corp. ........................................... 2,200 117,722
Zimmer Holdings, Inc. (b) ............................... 1,200 42,792
-----------
1,656,039
-----------
HEALTH CARE FACILITIES--0.8%
HCA, Inc. ............................................... 8,200 389,500
Tenet Healthcare Corp. (b) .............................. 4,600 329,130
-----------
718,630
-----------
HOME IMPROVEMENT RETAIL--1.6%
Home Depot, Inc. (The) .................................. 31,800 1,168,014
Lowe's Cos., Inc. ....................................... 8,500 385,900
-----------
1,553,914
-----------
HOTELS, RESORTS & CRUISE LINES--0.5%
Carnival Corp. .......................................... 11,000 304,590
Marriott International, Inc. Class A .................... 4,600 175,030
Starwood Hotels & Resorts Worldwide, Inc. ............... 1,000 32,890
-----------
512,510
-----------
HOUSEHOLD APPLIANCES--0.1%
Black & Decker Corp. (The) .............................. 2,800 134,960
-----------
HOUSEHOLD PRODUCTS--2.2%
Colgate-Palmolive Co. ................................... 6,900 345,345
Procter & Gamble Co. (The) .............................. 19,000 1,696,700
-----------
2,042,045
-----------
INDUSTRIAL CONGLOMERATES--3.9%
General Electric Co. (c) ................................ 110,400 3,207,120
Tyco International Ltd. ................................. 33,400 451,234
-----------
3,658,354
-----------
INDUSTRIAL GASES--0.7%
Air Products and Chemicals, Inc. ........................ 6,300 317,961
Praxair, Inc. ........................................... 5,400 307,638
-----------
625,599
-----------
INDUSTRIAL MACHINERY--0.8%
Danaher Corp. ........................................... 2,000 132,700
Dover Corp. ............................................. 500 17,500
Eaton Corp. ............................................. 2,000 145,500
Illinois Tool Works, Inc. ............................... 1,200 81,960
Ingersoll-Rand Co. Class A .............................. 5,800 264,828
ITT Industries, Inc. .................................... 2,100 148,260
-----------
790,748
-----------
INTEGRATED OIL & GAS--5.2%
ChevronTexaco Corp. ..................................... 16,800 1,486,800
Conoco, Inc. ............................................ 12,400 344,720
Exxon Mobil Corp. ....................................... 76,100 3,114,012
Phillips Petroleum Co. .................................. 100 5,888
-----------
4,951,420
-----------
INTEGRATED TELECOMMUNICATION SERVICES--3.6%
ALLTEL Corp. ............................................ 1,400 65,800
AT&T Corp. .............................................. 34,100 364,870
BellSouth Corp. ......................................... 21,500 677,250
SBC Communications, Inc. ................................ 30,100 918,050
Sprint Corp. (FON Group) ................................ 12,100 128,381
Verizon Communications, Inc. ............................ 30,000 1,204,500
-----------
3,358,851
-----------

SHARES VALUE
-------- -----------

INTERNET SOFTWARE & SERVICES--0.1%
BEA Systems, Inc. (b) ................................... 9,900 $ 94,149
KPMG Consulting, Inc. (b) ............................... 1,700 25,262
-----------
119,411
-----------
IT CONSULTING & SERVICES--0.3%
Computer Sciences Corp. (b) ............................. 2,600 124,280
Electronic Data Systems Corp. ........................... 4,700 174,605
-----------
298,885
-----------
LEISURE PRODUCTS--0.4%
Hasbro, Inc. ............................................ 4,900 66,444
Mattel, Inc. ............................................ 12,700 267,716
-----------
334,160
-----------
LIFE & HEALTH INSURANCE--0.9%
John Hancock Financial Services, Inc. ................... 1,900 66,880
Lincoln National Corp. .................................. 5,000 210,000
MetLife, Inc. ........................................... 7,600 218,880
Protective Life Corp. ................................... 900 29,790
Torchmark Corp. ......................................... 3,500 133,700
UnumProvident Corp. ..................................... 5,800 147,610
-----------
806,860
-----------
MANAGED HEALTH CARE--0.8%
Aetna, Inc. ............................................. 400 19,188
CIGNA Corp. ............................................. 4,900 477,358
WellPoint Health Networks, Inc. (b) ..................... 3,900 303,459
-----------
800,005
-----------
MOTORCYCLE MANUFACTURERS--0.2%
Harley-Davidson, Inc. ................................... 2,900 148,683
-----------
MOVIES & ENTERTAINMENT--1.7%
AOL Time Warner, Inc. (b) ............................... 44,500 654,595
Fox Entertainment Group, Inc. Class A (b) ............... 2,400 52,200
Viacom, Inc. Class B (b) ................................ 18,400 816,408
Walt Disney Co. (The) ................................... 4,600 86,940
-----------
1,610,143
-----------
MULTI-LINE INSURANCE--1.7%
American International Group, Inc. ...................... 21,800 1,487,414
Hartford Financial Services Group, Inc. (The) ........... 2,300 136,781
-----------
1,624,195
-----------
MULTI-UTILITIES & UNREGULATED POWER--0.1%
Dynegy, Inc. Class A .................................... 11,300 81,360
Williams Cos., Inc. (The) ............................... 2,700 16,173
-----------
97,533
-----------
NETWORKING EQUIPMENT--1.5%
Brocade Communications Systems, Inc. (b) ................ 5,200 90,896
Cisco Systems, Inc. (b)(c) .............................. 96,000 1,339,200
-----------
1,430,096
-----------
OIL & GAS DRILLING--0.3%
Diamond Offshore Drilling, Inc. ......................... 4,300 122,550
Transocean, Inc. ........................................ 3,700 115,255
-----------
237,805
-----------
OIL & GAS EQUIPMENT & SERVICES--0.5%
Baker Hughes, Inc. ...................................... 9,500 316,255
Cooper Cameron Corp. (b) ................................ 3,800 183,996
-----------
500,251
-----------
OIL & GAS EXPLORATION & PRODUCTION--0.7%
Anadarko Petroleum Corp. ................................ 7,000 345,100
Devon Energy Corp. ...................................... 6,300 310,464
-----------
655,564
-----------

See Notes to Financial Statements

PHOENIX-J.P. MORGAN RESEARCH ENHANCED INDEX SERIES

SHARES VALUE
-------- -----------

OIL & GAS REFINING, MARKETING & TRANSPORTATION--0.0%
Valero Energy Corp. ..................................... 500 $ 18,710
-----------
PACKAGED FOODS AND MEATS--0.7%
Campbell Soup Co. ....................................... 500 13,830
Heinz (H.J.) Co. ........................................ 400 16,440
Hershey Foods Corp. ..................................... 1,100 68,750
Kellogg Co. ............................................. 7,900 283,294
Kraft Foods, Inc. Class A ............................... 7,900 323,505
-----------
705,819
-----------
PAPER PACKAGING--0.1%
Temple-Inland, Inc. ..................................... 1,700 98,362
-----------
PAPER PRODUCTS--0.2%
Georgia-Pacific Corp. ................................... 6,700 164,686
-----------
PERSONAL PRODUCTS--0.7%
Gillette Co. (The) ...................................... 20,800 704,496
-----------
PHARMACEUTICALS--9.0%
Abbott Laboratories ..................................... 17,600 662,640
Allergan, Inc. .......................................... 400 26,700
Bristol-Myers Squibb Co. ................................ 6,800 174,760
Forest Laboratories, Inc. (b) ........................... 5,600 396,480
Johnson & Johnson ....................................... 30,100 1,573,026
Lilly (Eli) & Co. ....................................... 15,000 846,000
Merck & Co., Inc. ....................................... 16,900 855,816
Pfizer, Inc. ............................................ 61,800 2,163,000
Pharmacia Corp. ......................................... 12,600 471,870
Schering-Plough Corp. ................................... 5,300 130,380
Watson Pharmaceuticals, Inc. (b) ........................ 300 7,581
Wyeth ................................................... 22,800 1,167,360
-----------
8,475,613
-----------
PROPERTY & CASUALTY INSURANCE--1.1%
Allstate Corp. (The) .................................... 16,700 617,566
Chubb Corp. (The) ....................................... 2,800 198,240
MBIA, Inc. .............................................. 4,100 231,773
Travelers Property Casualty Corp. Class A (b) ........... 400 7,080
-----------
1,054,659
-----------
PUBLISHING & PRINTING--0.9%
Gannett Co., Inc. ....................................... 6,300 478,170
Knight-Ridder, Inc. ..................................... 500 31,475
Tribune Co. ............................................. 7,000 304,500
-----------
814,145
-----------
RAILROADS--0.5%
Burlington Northern Santa Fe Corp. ...................... 5,900 177,000
CSX Corp. ............................................... 3,200 112,160
GATX Corp. .............................................. 500 15,050
Norfolk Southern Corp. .................................. 1,500 35,070
Union Pacific Corp. ..................................... 2,700 170,856
-----------
510,136
-----------
RESTAURANTS--0.6%
McDonald's Corp. ........................................ 11,600 330,020
Yum! Brands, Inc. (b) ................................... 8,200 239,850
-----------
569,870
-----------
SEMICONDUCTOR EQUIPMENT--0.4%
Applied Materials, Inc. (b) ............................. 19,600 372,792
Teradyne, Inc. (b) ...................................... 1,300 30,550
-----------
403,342
-----------
SEMICONDUCTORS--2.8%
Agere Systems, Inc. Class A (b) ......................... 200 280
Agere Systems, Inc. Class B (b) ......................... 4,312 6,468
Altera Corp. (b) ........................................ 7,500 102,000
Analog Devices, Inc. (b) ................................ 2,700 80,190

SHARES VALUE
-------- -----------

SEMICONDUCTORS--CONTINUED
Applied Micro Circuits Corp. (b) ........................ 800 $ 3,784
Broadcom Corp. Class A (b) .............................. 3,400 59,636
Intel Corp. (c) ......................................... 71,800 1,311,786
Linear Technology Corp. ................................. 5,700 179,151
LSI Logic Corp. (b) ..................................... 9,100 79,625
Maxim Integrated Products, Inc. (b) ..................... 3,800 145,654
National Semiconductor Corp. (b) ........................ 100 2,917
PMC-Sierra, Inc. (b) .................................... 6,000 55,620
Texas Instruments, Inc. ................................. 19,700 466,890
Xilinx, Inc. (b) ........................................ 6,700 150,281
-----------
2,644,282
-----------
SOFT DRINKS--2.9%
Coca-Cola Co. (The) ..................................... 33,900 1,898,400
PepsiCo, Inc. ........................................... 16,800 809,760
-----------
2,708,160
-----------
SPECIALTY CHEMICALS--0.4%
PPG Industries, Inc. .................................... 5,100 315,690
Rohm & Haas Co. ......................................... 2,300 93,127
-----------
408,817
-----------
SPECIALTY STORES--0.3%
Bed Bath & Beyond, Inc. (b) ............................. 7,000 264,180
Pier 1 Imports, Inc. .................................... 2,700 56,700
-----------
320,880
-----------
STEEL--0.1%
Allegheny Technologies, Inc. ............................ 1,400 22,120
United States Steel Corp. ............................... 4,300 85,527
-----------
107,647
-----------
SYSTEMS SOFTWARE--4.3%
Microsoft Corp. (b) ..................................... 63,900 3,495,330
Oracle Corp. (b) ........................................ 55,400 524,638
VERITAS Software Corp. (b) .............................. 4,000 79,160
-----------
4,099,128
-----------
TELECOMMUNICATIONS EQUIPMENT--0.7%
Corning, Inc. (b) ....................................... 3,500 12,425
Motorola, Inc. .......................................... 34,000 490,280
QUALCOMM, Inc. (b) ...................................... 5,000 137,450
-----------
640,155
-----------
TOBACCO--1.2%
Philip Morris Cos., Inc. ................................ 26,300 1,148,784
-----------
TRADING COMPANIES & DISTRIBUTORS--0.2%
Grainger (W.W.), Inc. ................................... 2,800 140,280
-----------
WIRELESS TELECOMMUNICATION SERVICES--0.5%
AT&T Wireless Services, Inc. (b) ........................ 48,100 281,385
Sprint Corp. (PCS Group) (b) ............................ 39,200 175,224
-----------
456,609
-----------
TOTAL COMMON STOCKS
(Identified cost $105,974,096) ....................................... 90,974,191
-----------
FOREIGN COMMON STOCKS--1.9%

ALUMINUM--0.3%
Alcan, Inc. (Canada) .................................... 8,300 311,416
-----------
DIVERSIFIED METALS & MINING--0.1%
Inco Ltd. (Canada) (b) .................................. 4,600 104,144
-----------
INTEGRATED OIL & GAS--0.7%
Royal Dutch Petroleum Co. NY Registered Shares
(Netherlands) ......................................... 11,600 641,132
-----------

See Notes to Financial Statements

PHOENIX-J.P. MORGAN RESEARCH ENHANCED INDEX SERIES

SHARES VALUE
-------- -----------

PACKAGED FOODS AND MEATS--0.6%
Unilever NV NY Registered Shares (Netherlands) .......... 8,800 $ 570,240
-----------
PROPERTY & CASUALTY INSURANCE--0.1%
XL Capital Ltd. Class A (Bermuda) ....................... 1,500 127,050
-----------
TELECOMMUNICATIONS EQUIPMENT--0.1%
Nortel Networks Corp. (Canada) (b) ...................... 49,000 71,050
-----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $1,758,710) ......................................... 1,825,032
-----------
TOTAL LONG TERM INVESTMENTS--98.5%
(Identified cost $107,883,338) ....................................... 92,949,839
-----------

STANDARD PAR
& POOR'S VALUE
RATING (000)
-------- -------

SHORT-TERM OBLIGATIONS--0.5%
COMMERCIAL PAPER--0.5%
Receivables Capital Corp. 1.90%, 7/1/02 ........... A-1+ $ 290 289,970
Ciesco LP 1.90%, 7/2/02 ........................... A-1+ 220 219,965
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $509,989) ........................................... 509,935
-----------
TOTAL INVESTMENTS--99.0%
(Identified Cost $108,393,327) ....................................... 93,459,774(a)
Other assets and liabilities, net--1.0% .............................. 939,965
-----------
NET ASSETS--100.0% ..................................................... $94,399,739
===========

<FN>
(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $6,965,297 and gross depreciation
of $23,300,324 for federal income tax purposes. At June 30, 2002, the aggregate
cost of securities for federal income tax purposes was $109,794,801.
(b) Non-income producing.
(c) All or a portion segregated as collateral for futures.
</FN>

See Notes to Financial Statements

PHOENIX-J.P. MORGAN RESEARCH ENHANCED INDEX SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $108,393,327) ...................... $ 93,459,774
Receivables
Fund shares sold ................................................................. 996,440
Investment securities sold ....................................................... 315,459
Dividends and interest ........................................................... 116,053
------------
Total assets ................................................................... 94,887,726
------------
LIABILITIES
Cash overdraft ..................................................................... 363
Payables
Investment securities purchased .................................................. 305,744
Fund shares repurchased .......................................................... 64,221
Variation margin for futures contracts ........................................... 1,409
Printing fee ..................................................................... 48,647
Investment advisory fee .......................................................... 29,238
Financial agent fee .............................................................. 10,488
Trustees' fee .................................................................... 3,717
Accrued expenses ................................................................... 24,160
------------
Total liabilities .............................................................. 487,987
------------
NET ASSETS ......................................................................... $ 94,399,739
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $125,028,859
Undistributed net investment income .............................................. 88,154
Accumulated net realized loss .................................................... (15,749,246)
Net unrealized depreciation ...................................................... (14,968,028)
------------
NET ASSETS ......................................................................... $ 94,399,739
============
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 10,268,121
============
Net asset value and offering price per share ....................................... $9.19
=====

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends ........................................................................ $ 702,829
Interest ......................................................................... 9,446
Foreign taxes withheld ........................................................... (3,946)
------------
Total investment income ........................................................ 708,329
------------
EXPENSES
Investment advisory fee .......................................................... 231,912
Financial agent fee .............................................................. 63,074
Custodian ........................................................................ 25,739
Professional ..................................................................... 15,438
Printing ......................................................................... 13,927
Trustees ......................................................................... 3,455
Miscellaneous .................................................................... 5,067
------------
Total expenses ................................................................. 358,612
Less expenses borne by investment adviser ...................................... (41,038)
Custodian fees paid indirectly ................................................. (29)
------------
Net expenses ................................................................... 317,545
------------
NET INVESTMENT INCOME .............................................................. 390,784
------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .................................................. (6,073,739)
Net realized loss on futures contracts ........................................... (84,148)
Net change in unrealized appreciation (depreciation) on investments .............. (10,196,480)
------------
NET LOSS ON INVESTMENTS ............................................................ (16,354,367)
------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ............................... $(15,963,583)
============

See Notes to Financial Statements

PHOENIX-J.P. MORGAN RESEARCH ENHANCED INDEX SERIES

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
------------ ------------

FROM OPERATIONS
Net investment income (loss) ................................................................ $ 390,784 $ 849,371
Net realized gain (loss) .................................................................... (6,157,887) (8,870,974)
Net change in unrealized appreciation (depreciation) ........................................ (10,196,480) (6,133,720)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................................. (15,963,583) (14,155,323)
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ....................................................................... (406,291) (761,382)
Net realized long-term gains ................................................................ -- (676,397)
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ................................... (406,291) (1,437,779)
------------ ------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (1,886,931 and 3,167,536 shares, respectively) ................ 19,379,102 35,461,521
Net asset value of shares issued from reinvestment of distributions (40,955 and 129,170
shares, respectively) ..................................................................... 406,291 1,437,779
Cost of shares repurchased (1,415,227 and 2,833,213 shares, respectively) ................... (14,509,220) (31,437,657)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ................................... 5,276,173 5,461,643
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS ....................................................... (11,093,701) (10,131,459)
NET ASSETS
Beginning of period ......................................................................... 105,493,440 115,624,899
------------ ------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $88,154 AND $103,661,
RESPECTIVELY) ............................................................................. $ 94,399,739 $105,493,440
============ ============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS FROM
ENDED YEAR ENDED DECEMBER 31, INCEPTION
6/30/02 ----------------------------------------- 7/15/97 TO
(UNAUDITED) 2001(5) 2000 1999 1998 12/31/97
----------- ------- ------ ------ ------ ----------

Net asset value, beginning of period ............... $10.81 $12.44 $14.64 $13.08 $10.49 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ..................... 0.04 0.09 0.11 0.12 0.12 0.05
Net realized and unrealized gain (loss) .......... (1.62) (1.57) (1.75) 2.33 3.19 0.54
------ ------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ............... (1.58) (1.48) (1.64) 2.45 3.31 0.59
------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ............. (0.04) (0.08) (0.11) (0.12) (0.12) (0.05)
Distributions from net realized gains ............ -- (0.07) (0.45) (0.77) (0.60) (0.05)
------ ------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS ............................ (0.04) (0.15) (0.56) (0.89) (0.72) (0.10)
------ ------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE .......................... (1.62) (1.63) (2.20) 1.56 2.59 0.49
------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD ..................... $ 9.19 $10.81 $12.44 $14.64 $13.08 $10.49
====== ====== ====== ====== ====== ======
Total return ....................................... (14.64)%(3) (11.90)% (11.47)% 18.86% 31.68% 5.83%(3)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) .............. $94,400 $105,493 $115,625 $131,860 $69,522 $30,851
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (2) ........................... 0.62%(1)(4) 0.55%(4) 0.55% 0.55% 0.55% 0.55%(1)
Net investment income ............................ 0.76%(1) 0.80% 0.80% 0.95% 1.08% 1.46%(1)
Portfolio turnover ................................. 20%(3) 40% 63% 45% 45% 9%(3)

<FN>
(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 0.70%, 0.70%, 0.69%, 0.75%, 0.82% and 1.05% for the periods ended June 30, 2002, December 31,
2001, 2000, 1999, 1998 and 1997, respectively.
(3) Not annualized.
(4) 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.
(5) As required, effective January 1, 2001, the Fund adopted the provisions of AICPA Audit and Accounting Guide for
Investment Companies and began amortizing premium on debt securities. There was no effect to net investment income per
share and net realized and unrealized gain (loss) per share and the ratio of net investment income to average net
assets. Per share ratios and supplemental data from prior periods have not been restated to reflect this change.
</FN>

See Notes to Financial Statements

PHOENIX-JANUS FLEXIBLE INCOME SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
-------- ------- -----------

U.S. GOVERNMENT SECURITIES--24.2%
U.S. TREASURY BONDS--14.9%
U.S. Treasury Bonds 7.25%, 5/15/16 ............. AAA $ 925 $ 1,090,164
U.S. Treasury Bonds 7.25%, 8/15/22 ............. AAA 580 690,874
U.S. Treasury Bonds 6.25%, 8/15/23 ............. AAA 1,525 1,633,926
U.S. Treasury Bonds 6.25%, 5/15/30 ............. AAA 560 606,616
U.S. Treasury Bonds 5.375%, 2/15/31 ............ AAA 658 644,326
-----------
4,665,906
-----------
U.S. TREASURY NOTES--9.3%
U.S. Treasury Notes 7.50%, 2/15/05 ............. AAA 100 110,703
U.S. Treasury Notes 3.50%, 11/15/06 ............ AAA 724 711,104
U.S. Treasury Notes 4.375%, 5/15/07 ............ AAA 564 571,755
U.S. Treasury Notes 6%, 8/15/09 ................ AAA 139 150,994
U.S. Treasury Notes 3.375%, 1/15/12 ............ AAA 120 122,982
U.S. Treasury Notes 4.875%, 2/15/12 ............ AAA 1,255 1,259,706
-----------
2,927,244
-----------
TOTAL U.S. GOVERNMENT SECURITIES
(Identified cost $7,514,057) ........................................... 7,593,150
-----------
AGENCY NON MORTGAGE-BACKED SECURITIES--12.9%

Fannie Mae 3.875%, 3/15/05 ..................... AAA 1,915 1,932,467
Fannie Mae 6%, 12/15/05 ........................ AAA 280 298,989
Fannie Mae 6.25%, 2/1/11 ....................... AAA 700 735,812
Fannie Mae 6.625%, 11/15/30 .................... AAA 1,015 1,071,635
-----------
TOTAL AGENCY NON MORTGAGE-BACKED SECURITIES
(Identified cost $3,968,689) ........................................... 4,038,903
-----------
CORPORATE BONDS--55.6%

AEROSPACE & DEFENSE--1.5%
Raytheon Co. 6.50%, 7/15/05 .................... BBB 200 209,763
Raytheon Co. 6.15%, 11/1/08 .................... BBB- 250 256,605
-----------
466,368
-----------
AUTOMOBILE MANUFACTURERS--1.3%
Ford Motor Credit Corp. 5.75%, 2/23/04 ......... BBB+ 250 253,584
General Motors Corp. 7.20%, 1/15/11 ............ BBB+ 150 152,764
-----------
406,348
-----------
BANKS--0.7%
Sovereign Bankcorp, Inc. 8.625%, 3/15/04 ....... BB+ 200 208,842
-----------
BREWERS--1.3%
Coors Brewing Co. 144A 6.375%,
5/15/12 (b) .................................. BBB+ 410 421,890
-----------
BROADCASTING & CABLE TV--3.2%
Charter Communications Holdings LLC
10.25%, 1/15/10 .............................. B+ 50 34,250
Clear Channel Communications, Inc. 6%,
11/1/06 ...................................... BBB- 21 19,897
Echostar DBS Corp. 144A 9.125%,
1/15/09 (b) .................................. B+ 155 142,600
Fox Liberty Networks LLC 8.875%,
8/15/07 ...................................... BBB- 400 412,000
Mediacom Broadband LLC 11%, 7/15/13 ............ B+ 200 188,000
Time Warner, Inc. 7.25%, 10/15/17 .............. BBB+ 220 198,642
-----------
995,389
-----------
CASINOS & GAMING--0.5%
Hard Rock Hotel, Inc. Series B 9.25%,
4/1/05 ....................................... B- 150 147,750
-----------

STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
-------- ------- -----------

COMPUTER HARDWARE--0.8%
Apple Computer, Inc. 6.50%, 2/15/04 ............ BB $ 248 $ 249,240
-----------
CONSUMER FINANCE--1.2%
GMAC Series MTN 5.36%, 7/27/04 ................. BBB+ 250 254,583
Hertz Corp. 7.625%, 6/1/12 ..................... BBB 140 138,029
-----------
392,612
-----------
DIVERSIFIED COMMERCIAL SERVICES--1.9%
Aramark Services, Inc. 7%, 5/1/07 .............. BBB- 210 214,345
Cendant Corp. 6.875%, 8/15/06 .................. BBB 200 201,150
Cintas Corp. 144A 6%, 6/1/12 (b) ............... A 75 76,057
Science Applications International Corp. 144A
6.25%, 7/1/12 (b) ............................ A- 50 49,162
Science Applications International Corp. 144A
7.125%, 7/1/32 (b) ........................... A- 70 67,936
-----------
608,650
-----------
DIVERSIFIED FINANCIAL SERVICES--4.8%
General Electric Capital Corp. Series MTNA
6%, 6/15/12 .................................. AAA 195 194,075
Golden State Bancorp, Inc. 7%, 8/1/03 .......... BB+ 400 415,077
Golden State Bancorp, Inc. 7.125%,
8/1/05 ....................................... BB+ 400 427,489
Health Care Property Investors, Inc. 6.45%,
6/25/12 ...................................... BBB+ 110 109,600
Pemex Master Trust 144A 8.625%,
2/1/22 (b) ................................... BBB- 100 97,750
PHH Corp. 8.125%, 2/3/03 ....................... A- 250 253,444
-----------
1,497,435
-----------
ELECTRIC UTILITIES--1.9%
AmerenEnergy Generating 7.95%, 6/1/32 .......... BBB+ 90 93,912
Appalachian Power Co. 4.80%, 6/15/05 ........... BBB+ 80 79,630
Cinergy Corp. 6.25%, 9/1/04 .................... BBB+ 180 182,846
PSEG Power LLC 6.875%, 4/15/06 ................. BBB 175 181,228
PSEG Power LLC 144A 6.95%, 6/1/12 (b) .......... BBB 50 50,262
-----------
587,878
-----------
ENVIRONMENTAL SERVICES--3.6%
Republic Service, Inc. 6.75%, 8/15/11 .......... BBB 200 206,012
Waste Management, Inc. 7%, 10/1/04 ............. BBB 500 518,604
Waste Management, Inc. 7.375%, 8/1/10 .......... BBB 380 395,172
-----------
1,119,788
-----------
FOOD RETAIL--3.9%
Delhaize America, Inc. 7.375%, 4/15/06 ......... BBB- 95 98,777
Kroger Co. 7.375%, 3/1/05 ...................... BBB- 155 166,269
Kroger Co. 7.45%, 3/1/08 ....................... BBB- 425 467,279
Kroger Co. 7.50%, 4/1/31 ....................... BBB- 55 57,257
Safeway, Inc. 6.15%, 3/1/06 .................... BBB 205 215,531
Safeway, Inc. 6.50%, 3/1/11 .................... BBB 150 154,550
Winn-Dixie Stores, Inc. 8.875%, 4/1/08 ......... BB+ 70 70,350
-----------
1,230,013
-----------
FOREST PRODUCTS--0.7%
Weyerhauser Co. 144A 5.50%, 3/15/05 (b) ........ BBB 205 210,616
-----------
GAS UTILITIES--0.6%
Southwest Gas Corp. 7.625%, 5/15/12 ............ BBB- 85 86,440
Teppco Partners LP 7.625%, 2/15/12 ............. BBB 100 102,693
-----------
189,133
-----------

See Notes to Financial Statements

PHOENIX-JANUS FLEXIBLE INCOME SERIES

STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
-------- ------- -----------

GENERAL MERCHANDISE STORES--0.9%
Wal-Mart Stores, Inc. 6.875%, 8/10/09 .......... AA $ 250 $ 274,620
-----------
HEALTH CARE DISTRIBUTORS & SERVICES--1.5%
Quest Diagnostic, Inc. 6.75%, 7/12/06 .......... BBB- 250 261,875
Quest Diagnostic, Inc. 7.50%, 7/12/11 .......... BBB- 195 211,896
-----------
473,771
-----------
HEALTH CARE FACILITIES--6.6%
Clarent Hospital Corp. 11.50%, 8/15/05 ......... NR 300 319,500
HCA, Inc. 6.91%, 6/15/05 ....................... BBB- 355 370,641
HCA, Inc. 6.95%, 5/1/12 ........................ BBB- 135 137,576
HEALTHSOUTH Corp. 7.375%, 10/1/06 .............. BBB- 300 301,500
HEALTHSOUTH Corp. 8.50%, 2/1/08 ................ BBB- 225 237,375
Tenet Healthcare Corp. 5.375%, 11/15/06 ........ BBB 400 404,231
Tenet Healthcare Corp. 6.375%, 12/1/11 ......... BBB 250 253,066
Vicar Operating, Inc. 8.75%, 12/1/09 ........... B- 60 63,300
-----------
2,087,189
-----------
HOMEBUILDING--0.3%
K. Hovanian Enterprises, Inc. 144A 8.875%,
4/1/12 (b) ................................... B 65 64,269
KB Home 8.625%, 12/15/08 ....................... BB- 45 45,675
-----------
109,944
-----------
HOTELS, RESORTS & CRUISE LINES--0.3%
Starwood Hotels & Resorts Worldwide, Inc. ......
144A 7.375%, 5/1/07 (b) ...................... BBB- 100 98,375
-----------
HOUSEHOLD PRODUCTS--2.5%
Dial Corp. (The) 7%, 8/15/06 ................... BBB- 280 293,061
Dial Corp. (The) 6.50%, 9/15/08 ................ BBB- 300 305,135
Procter and Gamble Co. 4.75%, 6/15/07 .......... AA 195 196,791
-----------
794,987
-----------
INDUSTRIAL CONGLOMERATES--0.9%
General Electric Capital Corp. Series MTNA
4.25%, 1/28/05 ............................... AAA 285 288,102
-----------
INDUSTRIAL MACHINERY--0.3%
Kennametal, Inc. 7.20%, 6/15/12 ................ BBB 85 84,938
-----------
INSURANCE BROKERS--0.2%
Marsh & McLennan Cos., Inc. 144A 6.25%,
3/15/12 (b) .................................. AA- 70 72,620
-----------
INTEGRATED OIL & GAS--2.0%
Conoco Funding Co. 5.45%, 10/15/06 ............. BBB+ 340 340,000
Conoco Funding Co. 6.35%, 10/15/11 ............. BBB+ 155 160,699
Occidental Petroleum Corp. 5.875%, 1/15/07 ..... BBB 130 134,676
-----------
635,375
-----------
LEISURE FACILITIES--0.8%
Bally Total Fitness Holding Corp. Series D
9.875%, 10/15/07 ............................. B- 250 249,375
-----------
MANAGED HEALTH CARE--2.0%
United Health Group, Inc. 7.50%, 11/15/05 ...... A 70 76,990
United Health Group, Inc. 5.20%, 1/17/07 ....... A 70 71,128
Wellpoint Health Network 6.375%, 6/15/06 ....... A- 455 479,047
-----------
627,165
-----------
METAL & GLASS CONTAINERS--0.6%
Owens-Brockway Glass Container, Inc. 144A
8.875%, 2/15/09 (b) .......................... BB 175 175,875
-----------

STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
-------- ------- -----------

MOVIES & ENTERTAINMENT--2.1%
AMC Entertainment, Inc. 144A 9.875%,
2/1/12 (b) ................................... CCC $ 45 $ 45,281
AOL Time Warner, Inc. 5.625%, 5/1/05 ........... BBB+ 290 284,551
Viacom, Inc. 6.40%, 1/30/06 .................... A- 300 316,684
-----------
646,516
-----------
OIL & GAS EXPLORATION & PRODUCTION--0.9%
Louis Dreyfus Natural Gas Corp. 6.875%,
12/1/07 ...................................... BBB+ 200 211,339
Magnum Hunter Resources, Inc. 144A 9.60%,
3/15/12 (b) .................................. B 60 62,100
-----------
273,439
-----------
PACKAGED FOODS AND MEATS--2.8%
Conagra Foods, Inc. 6.75%, 9/15/11 ............. BBB+ 175 184,662
General Mills, Inc. 6%, 2/15/12 ................ BBB+ 85 84,200
Hormel Foods Corp. 6.625%, 6/1/11 .............. A 150 156,178
Kellogg Co. Series B 6%, 4/1/06 ................ BBB 225 235,145
Kellogg Co. Series B 6.60%, 4/1/11 ............. BBB 200 209,712
-----------
869,897
-----------
PUBLISHING & PRINTING--0.9%
Gannett Co., Inc. 4.95%, 4/1/05 ................ A 265 270,352
-----------
RESTAURANTS--0.7%
McDonalds Corp. Series MTNG 5.375%,
4/30/07 ...................................... A+ 150 155,335
Wendy's International, Inc. 6.20%, 6/15/14 ..... BBB+ 45 45,720
Yum! Brands, Inc. 7.70%, 7/1/12 ................ BB 25 25,125
-----------
226,180
-----------
SOFT DRINKS--0.8%
Coca Cola Enterprises, Inc. 6.125%,
8/15/11 ...................................... A 105 108,131
Coca Cola Enterprises, Inc. 7.125%,
8/1/17 ....................................... A 133 150,332
-----------
258,463
-----------
WIRELESS TELECOMMUNICATION SERVICES--0.6%
AT&T Wireless Services, Inc. 6.875%,
4/18/05 ...................................... BBB 220 195,800
-----------
TOTAL CORPORATE BONDS
(Identified cost $17,100,009) .......................................... 17,444,935
-----------
FOREIGN GOVERNMENT SECURITIES--0.3%

MEXICO--0.3%
United Mexican States 7.50%, 1/14/12 ........... BBB- 105 103,793
-----------
TOTAL FOREIGN GOVERNMENT SECURITIES
(Identified cost $105,054) ............................................. 103,793
-----------
FOREIGN CORPORATE BONDS--0.4%

CANADA--0.4%
Corus Entertainment, Inc. 144A 8.75%,
3/1/12 (b) ................................... B+ 90 90,450
Sysco International Corp. 144A 6.10%,
6/1/12 (b) ................................... AA- 40 41,317
-----------
TOTAL FOREIGN CORPORATE BONDS
(Identified cost $129,158) ............................................. 131,767
-----------

See Notes to Financial Statements

PHOENIX-JANUS FLEXIBLE INCOME SERIES

STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
-------- ------- -----------

CONVERTIBLE BONDS--2.5%
COMPUTER STORAGE & PERIPHERALS--0.0%
Candescent Technologies Corp. Cv. 144A 8%,
5/1/03 (b),(c),(d),(e) ....................... NA $ 50 $ 4,250
-----------
INTEGRATED TELECOMMUNICATION SERVICES--2.5%
Verizon Global Funding Corp. 144A 4.25%,
9/15/05 (b) .................................. A+ 775 778,875
-----------
TOTAL CONVERTIBLE BONDS
(Identified cost $823,078) ............................................. 783,125
-----------
TOTAL LONG-TERM INVESTMENTS--95.9%
(Identified cost $29,640,045) .......................................... 30,095,673
-----------
SHORT-TERM OBLIGATIONS--1.3%
COMMERCIAL PAPER--1.3%
Prudential Insurance Co. of America
1.85%, 7/1/02 ................................ A-1 400 400,000
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $400,000) ............................................. 400,000
-----------
TOTAL INVESTMENTS--97.2%
(Identified cost $30,040,045) .......................................... 30,495,673(a)
Other assets and liabilities, net--2.8% ................................ 886,168
-----------
NET ASSETS--100.0% ....................................................... $31,381,841
===========

<FN>
(a) Federal Income Tax Information: Net unrealized depreciation of investment securities
is comprised of gross appreciation of $671,451 and gross depreciation of $222,137
for federal income tax purposes. At June 30, 2002, the aggregate cost of securities
for federal income tax purposes was $30,046,359.
(b) Security exempt from registration under Rule 144A of the Securities Act of 1933.
These securities may be resold in transactions exempt from registration, normally to
qualified institutional buyers. At June 30, 2002, these securities amounted to a
value of $2,549,685 or 8.1% of net assets.
(c) Illiquid. Security valued at fair value as determined in good faith by or under the
direction of the Trustees. At June 30, 2002, these securities amounted to $4,250 or
0.01% of net assets.
(d) Non-income producing.
(e) Security in default.
</FN>

See Notes to Financial Statements

PHOENIX-JANUS FLEXIBLE INCOME SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $30,040,045) ....................... $30,495,673
Cash ............................................................................... 95,508
Receivables
Interest ......................................................................... 526,059
Investment securities sold ....................................................... 423,003
Fund shares sold ................................................................. 36,640
-----------
Total assets ................................................................... 31,576,883
-----------
LIABILITIES
Payables
Investment securities purchased .................................................. 74,669
Fund shares repurchased .......................................................... 58,565
Professional fee ................................................................. 19,471
Printing fee ..................................................................... 18,307
Investment advisory fee .......................................................... 13,979
Financial agent fee .............................................................. 5,539
Trustees' fee .................................................................... 3,717
Accrued expenses ................................................................... 795
-----------
Total liabilities .............................................................. 195,042
-----------
NET ASSETS ......................................................................... $31,381,841
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $31,093,167
Undistributed net investment income .............................................. 60,407
Accumulated net realized loss .................................................... (227,361)
Net unrealized appreciation ...................................................... 455,628
-----------
NET ASSETS ......................................................................... $31,381,841
===========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 3,039,960
===========
Net asset value and offering price per share ....................................... $10.32
======

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Interest ......................................................................... $ 921,166
---------
Total investment income ........................................................ 921,166
---------
EXPENSES
Investment advisory fee .......................................................... 120,009
Financial agent fee .............................................................. 32,369
Professional ..................................................................... 14,787
Custodian ........................................................................ 7,534
Printing ......................................................................... 4,609
Trustees ......................................................................... 3,455
Miscellaneous .................................................................... 6,706
---------
Total expenses ................................................................. 189,469
Less expenses borne by investment adviser ...................................... (36,509)
Custodian fees paid indirectly ................................................. (313)
---------
Net expenses ................................................................... 152,647
---------
NET INVESTMENT INCOME .............................................................. 768,519
---------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .................................................. (157,952)
Net change in unrealized appreciation (depreciation) on investments .............. 350,966
---------
NET GAIN ON INVESTMENTS ............................................................ 193,014
---------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ............................... $ 961,533
=========

See Notes to Financial Statements

PHOENIX-JANUS FLEXIBLE INCOME SERIES

STATEMENT OF CHANGES IN NET ASSETS
SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
----------- -----------

FROM OPERATIONS
Net investment income (loss) ................................................................ $ 768,519 $ 1,035,171
Net realized gain (loss) .................................................................... (157,952) 313,577
Net change in unrealized appreciation (depreciation) ........................................ 350,966 (154,312)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................................. 961,533 1,194,436
----------- -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ....................................................................... (724,493) (1,025,894)
Net realized short-term gains ............................................................... -- (125,681)
Net realized long-term gains ................................................................ -- (69,856)
----------- -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ................................... (724,493) (1,221,431)
----------- -----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (1,147,982 and 1,804,732 shares, respectively) ................ 11,830,292 18,830,362
Net asset value of shares issued from reinvestment of distributions (70,691 and 119,019
shares, respectively) ..................................................................... 724,493 1,221,431
Cost of shares repurchased (793,760 and 552,536 shares, respectively) ....................... (8,198,429) (5,782,897)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ................................... 4,356,356 14,268,896
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS ....................................................... 4,593,396 14,241,901
NET ASSETS
Beginning of period ......................................................................... 26,788,445 12,546,544
----------- -----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $60,407 AND $16,381,
RESPECTIVELY) ............................................................................. $31,381,841 $26,788,445
=========== ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS YEAR ENDED
ENDED DECEMBER 31, FROM INCEPTION
6/30/02 ---------------------- 12/15/99 TO
(UNAUDITED) 2001(8) 2000 12/31/99
----------- ------- ------ --------------

Net asset value, beginning of period ............................ $10.24 $10.09 $ 9.98 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .................................. 0.25 0.55(7) 0.53 0.02
Net realized and unrealized gain (loss) ....................... 0.07 0.17 0.10 (0.02)
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ............................ 0.32 0.72 0.63 --
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income .......................... (0.24) (0.49) (0.52) (0.02)
Distributions from net realized gains ......................... -- (0.08) -- --
------ ------ ------ ------
TOTAL DISTRIBUTIONS ......................................... (0.24) (0.57) (0.52) (0.02)
------ ------ ------ ------
CHANGE IN NET ASSET VALUE ....................................... 0.08 0.15 0.11 (0.02)
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD .................................. $10.32 $10.24 $10.09 $ 9.98
====== ====== ====== ======
Total return .................................................... 3.12%(2) 7.24% 6.43% 0.02%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ........................... $31,382 $26,788 $12,547 $5,232
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses ............................................ 1.02%(1)(4)(6) 0.95%(4)(6) 1.00%(4)(5) 0.95%(1)(3)
Net investment income ......................................... 5.12%(1) 5.31% 6.63% 4.81%(1)
Portfolio turnover .............................................. 160%(2) 305% 227% 0%(2)

<FN>
(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 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 would have been 1.26%, 1.51% and 2.47% for the periods ended June 30, 2002, December 31, 2001 and 2000,
respectively.
(5) For the year ended December 31, 2000, 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 have been 0.95%.
(6) 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.
(7) Computed using average shares outstanding.
(8) As required, effective January 1, 2001, the Fund adopted the provisions of AICPA Audit and Accounting Guide for
Investment Companies and began amortizing premium on debt securities. The effect of this change for the year ended
December 31, 2001 was to decrease net investment income per share by $0.01, increase net realized and unrealized gains
and losses per share by $0.01 and decrease the ratio of net investment income to average net assets from 5.41% to
5.31%. Per share ratios and supplemental data for prior periods have not been restated to reflect this change.
</FN>

See Notes to Financial Statements

PHOENIX-JANUS GROWTH SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
-------- -----------

COMMON STOCKS--90.5%
AEROSPACE & DEFENSE--2.9%
Honeywell International, Inc. ........................... 58,635 $ 2,065,711
-----------
BANKS--5.5%
Bank of New York Co., Inc. (The) ........................ 68,000 2,295,000
Washington Mutual, Inc. ................................. 42,805 1,588,494
-----------
3,883,494
-----------
BIOTECHNOLOGY--4.1%
Amgen, Inc. (b) ......................................... 17,030 713,216
Genentech, Inc. (b) ..................................... 64,490 2,160,415
-----------
2,873,631
-----------
BREWERS--3.0%
Anheuser-Busch Cos., Inc. ............................... 42,140 2,107,000
-----------
BROADCASTING & CABLE TV--6.2%
Cablevision Systems Corp.-Rainbow Media Group
Class A (b) ........................................... 37,560 328,650
Cablevision Systems New York Group Class A (b) .......... 50,785 480,426
Liberty Media Corp. Class A (b) ......................... 309,630 3,096,300
USA Interactive (b) ..................................... 19,970 468,297
-----------
4,373,673
-----------
CASINOS & GAMING--1.9%
MGM MIRAGE (b) .......................................... 38,625 1,303,594
-----------
CONSTRUCTION & ENGINEERING--1.8%
Fluor Corp .............................................. 31,805 1,238,805
-----------
DATA PROCESSING SERVICES--2.0%
Automatic Data Processing, Inc. ......................... 32,350 1,408,842
-----------
DIVERSIFIED FINANCIAL SERVICES--14.8%
Citigroup, Inc. ......................................... 94,109 3,646,724
Fannie Mae .............................................. 40,825 3,010,844
Morgan Stanley .......................................... 37,795 1,628,208
Schwab (Charles) Corp. (The) ............................ 100,150 1,121,680
SLM Corp. ............................................... 9,980 967,062
-----------
10,374,518
-----------
DRUG RETAIL--2.0%
Walgreen Co. ............................................ 35,925 1,387,783
-----------
GENERAL MERCHANDISE STORES--2.2%
Costco Wholesale Corp. (b) .............................. 39,340 1,519,311
-----------
HEALTH CARE DISTRIBUTORS & SERVICES--1.0%
McKesson Corp. .......................................... 21,095 689,806
-----------
HOME IMPROVEMENT RETAIL--3.7%
Home Depot, Inc. (The) .................................. 70,060 2,573,304
-----------
HOUSEHOLD PRODUCTS--1.7%
Colgate-Palmolive Co. ................................... 23,430 1,172,671
-----------
INDUSTRIAL CONGLOMERATES--2.9%
General Electric Co. .................................... 69,055 2,006,048
-----------
INSURANCE BROKERS--1.4%
Marsh & McLennan Cos., Inc. ............................. 9,865 952,959
-----------

SHARES VALUE
-------- -----------

MANAGED HEALTH CARE--3.3%
WellPoint Health Networks, Inc. (b) ..................... 29,390 $ 2,286,836
-----------
MOTORCYCLE MANUFACTURERS--1.0%
Harley-Davidson, Inc. ................................... 13,680 701,374
-----------
MOVIES & ENTERTAINMENT--6.0%
AOL Time Warner, Inc. (b) ............................... 40,850 600,904
Metro-Goldwyn-Mayer, Inc. (b) ........................... 58,050 679,185
Viacom, Inc. Class B (b) ................................ 65,920 2,924,870
-----------
4,204,959
-----------
OIL & GAS EXPLORATION & PRODUCTION--2.6%
Anadarko Petroleum Corp. ................................ 36,625 1,805,612
-----------
PACKAGED FOODS AND MEATS--1.1%
Heinz (H.J.) Co. ........................................ 18,645 766,309
-----------
PHARMACEUTICALS--8.4%
Pfizer, Inc. ............................................ 97,828 3,423,980
Schering-Plough Corp. ................................... 38,400 944,640
Wyeth ................................................... 29,450 1,507,840
-----------
5,876,460
-----------
PROPERTY & CASUALTY INSURANCE--0.5%
Berkshire Hathaway, Inc. Class B (b) .................... 150 335,100
-----------
SEMICONDUCTOR EQUIPMENT--2.3%
Applied Materials, Inc. (b) ............................. 83,190 1,582,274
-----------
SEMICONDUCTORS--2.6%
Linear Technology Corp. ................................. 33,335 1,047,719
Texas Instruments, Inc. ................................. 33,070 783,759
-----------
1,831,478
-----------
SYSTEMS SOFTWARE--5.3%
Microsoft Corp. (b) ..................................... 54,225 2,966,107
Oracle Corp. (b) ........................................ 77,240 731,463
-----------
3,697,570
-----------
TELECOMMUNICATIONS EQUIPMENT--0.3%
Lucent Technologies, Inc. (b) ........................... 120,695 200,354
-----------
TOTAL COMMON STOCKS
(Identified cost $79,199,048) ........................................ 63,219,476
-----------
FOREIGN COMMON STOCKS--5.2%

AEROSPACE & DEFENSE--0.1%
Bombardier, Inc. Class B (Canada) ....................... 7,186 59,533
-----------
AUTOMOBILE MANUFACTURERS--0.4%
Bayerische Motoren Werke AG (Germany) ................... 7,196 296,715
-----------
ELECTRONIC EQUIPMENT & INSTRUMENTS--1.1%
Flextronics International Ltd. (Singapore) (b) .......... 109,950 783,943
-----------
SEMICONDUCTOR EQUIPMENT--1.6%
ASML Holding NV (Netherlands) (b) ....................... 71,575 1,082,214
-----------
TELECOMMUNICATIONS EQUIPMENT--2.0%
Nokia Oyj ADR (Finland) ................................. 96,845 1,402,316
-----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $8,235,645) ......................................... 3,624,721
-----------

See Notes to Financial Statements

PHOENIX-JANUS GROWTH SERIES

SHARES VALUE
-------- -----------

FOREIGN PREFERRED STOCKS--0.3%
AUTOMOBILE MANUFACTURERS--0.3%
PORSCHE AG Pfd. (Germany) ............................... 520 $ 247,796
-----------
TOTAL FOREIGN PREFERRED STOCKS
(Identified cost $152,352) ........................................... 247,796
-----------
CONVERTIBLE PREFERRED STOCKS--0.8%
AUTOMOBILE MANUFACTURERS--0.6%
Ford Motor Co. Cv. Pfd. 6.5% ............................ 4,970 279,563
General Motors Co. Series A Cv. Pfd. 4.5% ............... 5,550 143,412
-----------
422,975
-----------
ELECTRIC UTILITIES--0.1%
Reliant Energy, Inc. Cv. Pfd. 2% ........................ 1,720 43,017
-----------
PUBLISHING & PRINTING--0.1%
Tribune Co. Cv. Pfd. 2% ................................. 980 63,945
-----------
TOTAL CONVERTIBLE PREFERRED STOCKS
(Identified cost $632,435) ........................................... 529,937
-----------

STANDARD PAR
& POOR'S VALUE
RATING (000)
-------- ------

AGENCY MORTGAGE-BACKED SECURITIES--0.1%
Fannie Mae 4.75%, 11/14/03 ..................... AAA $ 65 67,008
-----------
TOTAL AGENCY MORTGAGE-BACKED SECURITIES
(Identified cost $65,262) ............................................ 67,008
-----------
CORPORATE BONDS--0.1%
BREWERS--0.0%
Anheuser Busch 6%, 4/15/11 ..................... A+ 15 15,558
-----------
COMMODITY CHEMICALS--0.1%
Lyondell Chemical, Inc. Series A 9.625%,
5/1/07 ....................................... BB 66 63,195
-----------
TOTAL CORPORATE BONDS
(Identified cost $81,861) ............................................ 78,753
-----------
CONVERTIBLE BONDS--0.1%
BROADCASTING & CABLE TV--0.1%
Clear Channel Communications, Inc. Cv.
2.625%, 4/1/03 ............................... BBB- 98 92,365
-----------
TOTAL CONVERTIBLE BONDS
(Identified cost $103,374) ........................................... 92,365
-----------
TOTAL LONG TERM INVESTMENTS--97.1%
(Identified cost $88,469,977) ........................................ 67,860,056
-----------

STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
-------- ------ -----------

SHORT-TERM OBLIGATIONS--3.0%
COMMERCIAL PAPER--3.0%
Prudential Insurance Co. of America 1.85%,
7/1/02 ....................................... A-1 $2,100 $ 2,100,000
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $2,100,000) ......................................... 2,100,000
-----------
TOTAL INVESTMENTS--100.1%
(Identified Cost $90,569,977) ........................................ 69,960,056(a)
Other assets and liabilities, net--(0.1)% ............................ (101,655)
-----------
NET ASSETS--100.0% ..................................................... $69,858,401
===========

<FN>
(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $2,249,534 and gross depreciation
of $23,201,981 for federal income tax purposes. At June 30, 2002, the aggregate
cost of securities for federal income tax purposes was $90,912,503.
(b) Non-income producing.
</FN>

See Notes to Financial Statements

PHOENIX-JANUS GROWTH SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $90,569,977) ....................... $ 69,960,056
Cash ............................................................................... 86,382
Receivables
Investment securities sold ....................................................... 888,261
Fund shares sold ................................................................. 36,713
Dividends and interest ........................................................... 29,189
Prepaid expenses ................................................................... 18
------------
Total assets ................................................................... 71,000,619
------------
LIABILITIES
Payables
Investment securities purchased .................................................. 822,728
Fund shares repurchased .......................................................... 115,660
Printing fee ..................................................................... 114,929
Investment advisory fee .......................................................... 48,933
Professional fee ................................................................. 23,813
Financial agent fee .............................................................. 9,001
Trustees' fee .................................................................... 4,224
Accrued expenses ................................................................... 2,930
------------
Total liabilities .............................................................. 1,142,218
------------
NET ASSETS ......................................................................... $ 69,858,401
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $118,520,964
Accumulated net investment loss .................................................. (76,494)
Accumulated net realized loss .................................................... (27,976,224)
Net unrealized depreciation ...................................................... (20,609,845)
------------
NET ASSETS ......................................................................... $ 69,858,401
============
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 12,359,017
============
Net asset value and offering price per share ....................................... $5.65
=====

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends ........................................................................ $ 301,556
Interest ......................................................................... 27,459
Foreign taxes withheld ........................................................... (4,752)
------------
Total investment income ........................................................ 324,263
------------
EXPENSES
Investment advisory fee .......................................................... 319,165
Financial agent fee .............................................................. 51,461
Professional ..................................................................... 14,941
Printing ......................................................................... 11,956
Custodian ........................................................................ 8,975
Trustees ......................................................................... 3,495
Miscellaneous .................................................................... 4,784
------------
Total expenses ................................................................. 414,777
Less expenses borne by investment adviser ...................................... (14,020)
------------
Net expenses ................................................................... 400,757
------------
NET INVESTMENT LOSS ................................................................ (76,494)
------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .................................................. (6,425,856)
Net change in unrealized
appreciation (depreciation) on investments ....................................... (12,507,081)
Net change in unrealized appreciation (depreciation) on foreign currency and
foreign currency transactions ................................................... 38
------------
NET LOSS ON INVESTMENTS ............................................................ (18,932,899)
------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ............................... $(19,009,393)
============

See Notes to Financial Statements

PHOENIX-JANUS GROWTH SERIES

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
------------ ------------

FROM OPERATIONS
Net investment income (loss) ................................................................ $ (76,494) $ (177,090)
Net realized gain (loss) .................................................................... (6,425,856) (19,633,207)
Net change in unrealized appreciation (depreciation) ........................................ (12,507,043) (53,121)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................................. (19,009,393) (19,863,418)
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ....................................................................... -- --
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ................................... -- --
------------ ------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (2,195,238 and 5,787,397 shares, respectively) ................ 14,642,267 46,048,090
Net asset value of shares issued in conjunction with Plan of Reorganization (3,141,426 and
0 shares, respectively) (See Note 9) ...................................................... 22,032,065 --
Cost of shares repurchased (2,574,667 and 3,580,790 shares, respectively) ................... (16,549,583) (26,949,606)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ................................... 20,124,749 19,098,484
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS ....................................................... 1,115,356 (764,934)
NET ASSETS
Beginning of period ......................................................................... 68,743,045 69,507,979
------------ ------------
END OF PERIOD (INCLUDING ACCUMULATED NET INVESTMENT LOSS OF ($76,494) AND $0, RESPECTIVELY) . $ 69,858,401 $ 68,743,045
============ ============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS YEAR ENDED
ENDED DECEMBER 31, FROM INCEPTION
6/30/02 ------------------- 12/15/99 TO
(UNAUDITED) 2001 2000 12/31/99
------------- ------ ------ ---------------

Net asset value, beginning of period $ 7.16 $ 9.41 $10.60 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (0.01) (0.02)(5) 0.01 0.01
Net realized and unrealized gain (loss) (1.50) (2.23) (1.19) 0.59
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS (1.51) (2.25) (1.18) 0.60
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- -- (0.01) --
------ ------ ------ ------
TOTAL DISTRIBUTIONS -- -- (0.01) --
------ ------ ------ ------
CHANGE IN NET ASSET VALUE (1.51) (2.25) (1.19) 0.60
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $ 5.65 $ 7.16 $ 9.41 $10.60
====== ====== ====== ======
Total return (21.08)%(2) (23.84)% (11.17)% 6.00%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $69,858 $68,743 $69,508 $3,275
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (3) 1.07%(1) 1.00%(4) 1.00% 1.00%(1)
Net investment income (0.20)%(1) (0.26)% 0.15% 1.61%(1)
Portfolio turnover 37%(2) 35% 16% 0%(2)

<FN>
(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 1.10%, 1.19%, 1.24% and 17.29% for the periods ended June 30, 2002, December 31, 2001, 2000 and
1999, respectively.
(4) For the period ended December 31, 2001 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.
(5) Computed using average shares outstanding.
</FN>

See Notes to Financial Statements

PHOENIX-MFS INVESTORS GROWTH STOCK SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
------ ----------

COMMON STOCKS--91.4%
ADVERTISING--0.1%
Omnicom Group, Inc. .................................. 110 $ 5,038
----------
AEROSPACE & DEFENSE--3.4%
General Dynamics Corp. ............................... 140 14,889
Lockheed Martin Corp. ................................ 580 40,310
Northrop Grumman Corp. ............................... 910 113,750
----------
168,949
----------
AIR FREIGHT & COURIERS--2.2%
FedEx Corp. .......................................... 750 40,050
United Parcel Service, Inc. Class B .................. 1,070 66,072
----------
106,122
----------
AIRLINES--0.3%
Southwest Airlines Co. ............................... 770 12,443
----------
APPAREL RETAIL--0.5%
TJX Cos., Inc. (The) ................................. 1,290 25,297
----------
APPLICATION SOFTWARE--1.9%
Cadence Design Systems, Inc. (b) ..................... 1,290 20,795
Electronic Arts, Inc. (b) ............................ 200 13,210
Intuit, Inc. (b) ..................................... 530 26,352
PeopleSoft, Inc. (b) ................................. 2,130 31,694
Rational Software Corp. (b) .......................... 20 164
----------
92,215
----------
BIOTECHNOLOGY--1.9%
Amgen, Inc. (b) ...................................... 1,800 75,384
Genzyme Corp. (b) .................................... 550 10,582
MedImmune, Inc. (b) .................................. 330 8,712
----------
94,678
----------
BROADCASTING & CABLE TV--1.6%
Clear Channel Communications, Inc. (b) ............... 1,630 52,192
Univision Communications, Inc. Class A (b) ........... 330 10,362
USA Interactive (b) .................................. 460 10,787
Westwood One, Inc. (b) ............................... 130 4,345
----------
77,686
----------
COMPUTER & ELECTRONICS RETAIL--0.4%
Best Buy Co., Inc. (b) ............................... 530 19,239
----------
COMPUTER HARDWARE--1.7%
Dell Computer Corp. (b) .............................. 2,150 56,201
International Business Machines Corp. ................ 370 26,640
----------
82,841
----------
COMPUTER STORAGE & PERIPHERALS--0.2%
EMC Corp. (b) ........................................ 1,100 8,305
----------
CONSUMER FINANCE--1.6%
Capital One Financial Corp. .......................... 1,310 79,975
----------
DATA PROCESSING SERVICES--2.8%
Automatic Data Processing, Inc. ...................... 210 9,145
First Data Corp. ..................................... 3,390 126,108
----------
135,253
----------
DEPARTMENT STORES--0.8%
Kohl's Corp. (b) ..................................... 570 39,946
----------
DIVERSIFIED COMMERCIAL SERVICES--0.6%
eBay, Inc. (b) ....................................... 490 30,194
----------

SHARES VALUE
------ ----------

DIVERSIFIED FINANCIAL SERVICES--4.5%
American Express Co. ................................. 1,090 $ 39,589
Citigroup, Inc. ...................................... 160 6,200
Freddie Mac .......................................... 1,100 67,320
Goldman Sachs Group, Inc. (The) ...................... 980 71,883
Merrill Lynch & Co., Inc. ............................ 930 37,665
----------
222,657
----------
DRUG RETAIL--0.7%
Walgreen Co. ......................................... 920 35,540
----------
FOOD DISTRIBUTORS--0.6%
Sysco Corp. .......................................... 1,100 29,942
----------
FOOTWEAR--0.1%
NIKE, Inc. Class B ................................... 90 4,828
----------
GENERAL MERCHANDISE STORES--4.1%
Target Corp. ......................................... 1,160 44,196
Wal-Mart Stores, Inc. ................................ 2,890 158,979
----------
203,175
----------
HEALTH CARE EQUIPMENT--2.2%
Baxter International, Inc. ........................... 1,710 76,010
Medtronic, Inc. ...................................... 640 27,424
Stryker Corp. ........................................ 100 5,351
----------
108,785
----------
HEALTH CARE FACILITIES--2.4%
HCA, Inc. ............................................ 770 36,575
Tenet Healthcare Corp. (b) ........................... 1,140 81,567
----------
118,142
----------
HOME IMPROVEMENT RETAIL--2.9%
Home Depot, Inc. (The) ............................... 720 26,446
Lowe's Cos., Inc. .................................... 2,500 113,500
----------
139,946
----------
HOTELS, RESORTS & CRUISE LINES--0.5%
Carnival Corp. ....................................... 920 25,475
----------
HOUSEHOLD PRODUCTS--1.2%
Estee Lauder Cos., Inc. (The) Class A ................ 50 1,760
Procter & Gamble Co. (The) ........................... 660 58,938
----------
60,698
----------
INDUSTRIAL CONGLOMERATES--4.8%
3M Co. ............................................... 900 110,700
General Electric Co. ................................. 3,960 115,038
Tyco International Ltd. .............................. 710 9,592
----------
235,330
----------
INDUSTRIAL GASES--0.8%
Praxair, Inc. ........................................ 660 37,600
----------
INDUSTRIAL MACHINERY--3.0%
Danaher Corp. ........................................ 950 63,033
Illinois Tool Works, Inc. ............................ 970 66,251
SPX Corp. ............................................ 130 15,275
----------
144,559
----------
LIFE & HEALTH INSURANCE--0.3%
AFLAC, Inc. .......................................... 410 13,120
----------
MANAGED HEALTH CARE--2.2%
Anthem, Inc. (b) ..................................... 220 14,846
UnitedHealth Group, Inc. ............................. 1,040 95,212
----------
110,058
----------

See Notes to Financial Statements

PHOENIX-MFS INVESTORS GROWTH STOCK SERIES

SHARES VALUE
------ ----------

MOTORCYCLE MANUFACTURERS--1.8%
Harley-Davidson, Inc. ................................ 1,750 $ 89,723
----------
MOVIES & ENTERTAINMENT--4.1%
Viacom, Inc. Class B (b) ............................. 3,930 174,374
Walt Disney Co. (The) ................................ 1,450 27,405
----------
201,779
----------
MULTI-LINE INSURANCE--2.2%
American International Group, Inc. ................... 1,610 109,850
----------
NETWORKING EQUIPMENT--3.0%
Brocade Communications Systems, Inc. (b) ............. 1,500 26,220
Cisco Systems, Inc. (b) .............................. 8,220 114,669
Emulex Corp. (b) ..................................... 330 7,428
----------
148,317
----------
OIL & GAS DRILLING--0.3%
GlobalSantaFe Corp. .................................. 460 12,581
----------
OIL & GAS EQUIPMENT & SERVICES--1.4%
Baker Hughes, Inc. ................................... 1,470 48,936
BJ Services Co. (b) .................................. 510 17,279
----------
66,215
----------
OIL & GAS EXPLORATION & PRODUCTION--0.7%
Apache Corp. ......................................... 210 12,071
Devon Energy Corp. ................................... 450 22,176
----------
34,247
----------
PACKAGED FOODS AND MEATS--0.0%
J.M. Smucker Co. (The) ............................... 6 205
----------
PERSONAL PRODUCTS--1.9%
Avon Products, Inc. .................................. 1,760 91,942
----------
PHARMACEUTICALS--9.7%
Forest Laboratories, Inc. (b) ........................ 630 44,604
Johnson & Johnson .................................... 1,760 91,978
Lilly (Eli) & Co. .................................... 1,010 56,964
Pfizer, Inc. ......................................... 5,970 208,950
Pharmacia Corp. ...................................... 290 10,860
Wyeth ................................................ 1,180 60,416
----------
473,772
----------
PROPERTY & CASUALTY INSURANCE--0.6%
Chubb Corp. (The) .................................... 400 28,320
----------
RESTAURANTS--0.9%
Yum! Brands, Inc. (b) ................................ 1,500 43,875
----------
SEMICONDUCTOR EQUIPMENT--0.5%
Applied Materials, Inc. (b) .......................... 640 12,173
KLA-Tencor Corp. (b) ................................. 270 11,877
----------
24,050
----------
SEMICONDUCTORS--3.4%
Analog Devices, Inc. (b) ............................. 890 26,433
Intel Corp. .......................................... 990 18,087
Linear Technology Corp. .............................. 1,000 31,430
Microchip Technology, Inc. (b) ....................... 970 26,607
Micron Technology, Inc. (b) .......................... 1,020 20,625
QLogic Corp. (b) ..................................... 290 11,049
Texas Instruments, Inc. .............................. 430 10,191
Xilinx, Inc. (b) ..................................... 970 21,757
----------
166,179
----------
SOFT DRINKS--2.8%
Pepsi Bottling Group, Inc. (The) ..................... 900 27,720
PepsiCo, Inc. ........................................ 2,290 110,378
----------
138,098
----------

SHARES VALUE
------ ----------

SYSTEMS SOFTWARE--6.5%
Adobe Systems, Inc. .................................. 1,140 $ 32,490
Microsoft Corp. (b) .................................. 3,670 200,749
Oracle Corp. (b) ..................................... 5,150 48,771
VERITAS Software Corp. (b) ........................... 1,860 36,809
----------
318,819
----------
TOBACCO--1.3%
Philip Morris Cos., Inc. ............................. 1,500 65,520
----------
TOTAL COMMON STOCKS
(Identified cost $4,712,878) .................................... 4,481,528
----------
FOREIGN COMMON STOCKS--5.2%
APPLICATION SOFTWARE--0.2%
SAP AG (Germany) ..................................... 80 7,901
----------
BREWERS--0.8%
Diageo plc (United Kingdom) .......................... 2,970 38,572
----------
BROADCASTING & CABLE TV--0.3%
News Corp. Ltd. (The) (Australia) .................... 2,852 15,498
----------
HEALTH CARE EQUIPMENT--0.5%
Alcon, Inc. (Switzerland) (b) ........................ 770 26,372
----------
MOVIES & ENTERTAINMENT--0.3%
News Corp. Ltd. (The) ADR (Australia) ............... 550 12,612
----------
OIL & GAS DRILLING--0.4%
Noble Corp. (Cayman Islands) (b) ..................... 530 20,458
----------
PACKAGED FOODS AND MEATS--0.2%
Unilever plc (United Kingdom) ........................ 1,360 12,397
----------
PHARMACEUTICALS--0.3%
Sanofi-Synthelabo SA (France) ........................ 240 14,601
----------
PROPERTY & CASUALTY INSURANCE--1.6%
ACE Ltd. (Bermuda) ................................... 730 23,068
XL Capital Ltd. Class A (Bermuda) .................... 640 54,208
----------
77,276
----------
SEMICONDUCTORS--0.6%
Taiwan Semiconductor Manufacturing Co. Ltd.
ADR (Taiwan) (b) ................................... 2,364 30,732
----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $279,559) ...................................... 256,419
----------
TOTAL LONG TERM INVESTMENTS--96.6%
(Identified cost $4,992,437) .................................... 4,737,947
----------

STANDARD PAR
& POOR'S VALUE
RATING (000)
-------- ------

SHORT-TERM OBLIGATIONS--5.0%
FEDERAL AGENCY SECURITIES--5.0%
Fannie Mae 1.90%, 7/1/02 ..................... AAA $245 245,000
----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $245,000) ...................................... 245,000
----------
TOTAL INVESTMENTS--101.6%
(Identified cost $5,237,437) .................................... 4,982,947(a)
Other assets and liabilities, net--(1.6)% ....................... (77,226)
----------
NET ASSETS--100.0% ................................................ $4,905,721
==========

<FN>
(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $163,190 and gross
depreciation of $595,729 for federal income tax purposes. At June 30, 2002, the
aggregate cost of securities for federal income tax purposes was $5,415,486.
(b) Non-income producing.
</FN>

See Notes to Financial Statements

PHOENIX-MFS INVESTORS GROWTH STOCK SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $5,237,437) ........................ $4,982,947
Cash ............................................................................... 81,405
Foreign currency at value (Identified cost $1,868) ................................. 1,866
Receivables
Investment securities sold ....................................................... 155,841
Fund shares sold ................................................................. 5,727
Receivable from adviser .......................................................... 8,012
Dividends ........................................................................ 2,484
Tax reclaim ...................................................................... 33
----------
Total assets ................................................................... 5,238,315
----------
LIABILITIES
Payables
Investment securities purchased .................................................. 297,791
Fund shares repurchased .......................................................... 2,746
Professional fee ................................................................. 21,733
Financial agent fee .............................................................. 3,731
Trustees' fee .................................................................... 1,721
Accrued expenses ................................................................... 4,872
----------
Total liabilities .............................................................. 332,594
----------
NET ASSETS ......................................................................... $4,905,721
==========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $5,587,620
Accumulated net investment loss .................................................. (4,141)
Accumulated net realized loss .................................................... (423,272)
Net unrealized depreciation ...................................................... (254,486)
----------
NET ASSETS ......................................................................... $4,905,721
==========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 558,602
==========
Net asset value and offering price per share ....................................... $8.78
=====

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends ................................................................................................. $ 14,975
Interest .................................................................................................. 1,971
Foreign taxes withheld .................................................................................... (180)
---------
Total investment income ................................................................................. 16,766
---------
EXPENSES
Investment advisory fee ................................................................................... 16,421
Financial agent fee ....................................................................................... 21,886
Custodian ................................................................................................. 17,244
Professional .............................................................................................. 16,185
Printing .................................................................................................. 3,789
Trustees .................................................................................................. 3,455
Miscellaneous ............................................................................................. 2,834
---------
Total expenses .......................................................................................... 81,814
Less expenses borne by investment adviser ............................................................... (60,611)
Custodian fees paid indirectly .......................................................................... (1)
---------
Net expenses ............................................................................................ 21,202
---------
NET INVESTMENT INCOME ....................................................................................... (4,436)
---------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities ........................................................................... (411,082)
Net realized loss on foreign currency transaction ......................................................... (98)
Net change in unrealized appreciation (depreciation) on investments ....................................... (479,010)
Net change in unrealized appreciation (depreciation) on foreign currency and foreign currency transactions. 4
---------
NET LOSS ON INVESTMENTS ..................................................................................... (890,186)
---------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ........................................................ $(894,622)
=========

See Notes to Financial Statements

PHOENIX-MFS INVESTORS GROWTH STOCK SERIES

STATEMENT OF CHANGES IN NET ASSETS
SIX MONTHS
ENDED FROM INCEPTION
6/30/02 10/29/01 TO
(UNAUDITED) 12/31/01
---------- --------------

FROM OPERATIONS
Net investment income (loss) ................................................................ $ (4,436) $ 117
Net realized gain (loss) .................................................................... (411,180) (11,249)
Net change in unrealized appreciation (depreciation) ........................................ (479,006) 224,520
---------- ----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................................. (894,622) 213,388
---------- ----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net realized gains .......................................................................... (665) --
---------- ----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ................................... (665) --
---------- ----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (210,718 and 368,506 shares, respectively) .................... 2,063,084 3,725,658
Net asset value of shares issued from reinvestment of distributions (75 and 0 shares,
respectively) ............................................................................. 665 --
Cost of shares repurchased (20,282 and 415 shares, respectively) ............................ (197,390) (4,397)
---------- ----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ................................... 1,866,359 3,721,261
---------- ----------
NET INCREASE (DECREASE) IN NET ASSETS ....................................................... 971,072 3,934,649
NET ASSETS
Beginning of period ......................................................................... 3,934,649 --
---------- ----------
END OF PERIOD (INCLUDING ACCUMULATED NET INVESTMENT LOSS OF ($4,141) AND UNDISTRIBUTED
NET INVESTMENT INCOME OF $295, RESPECTIVELY) .............................................. $4,905,721 $3,934,649
========== ==========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS
ENDED FROM INCEPTION
6/30/02 10/29/01 TO
(UNAUDITED) 12/31/01
----------- --------------

Net asset value, beginning of period ........................................................ $10.69 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .............................................................. (0.01) --(4)
Net realized and unrealized gain (loss) ................................................... (1.90) 0.69
------ ------
TOTAL FROM INVESTMENT OPERATIONS ........................................................ (1.91) 0.69
------ ------
LESS DISTRIBUTIONS
Distributions from net realized gains ..................................................... --(4) --
------ ------
CHANGE IN NET ASSET VALUE ................................................................... (1.91) 0.69
------ ------
NET ASSET VALUE, END OF PERIOD .............................................................. $ 8.78 $10.69
====== ======
Total return ................................................................................ (17.83)%(3) 6.89%(3)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ..................................................... $4,906 $3,935
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1) ..................................................................... 0.97%(2)(5) 0.95%(2)(5)
Net investment income (loss) .............................................................. (0.20)%(2) 0.02%(2)
Portfolio turnover rate ..................................................................... 92%(3) 34%(3)

<FN>
(1) If the investment adviser had not waived fees and reimbursed expenses, the ratio of operating expenses to average
net assets would have been 3.74% and 6.88% for the periods ended June 30, 2002 and December 31, 2001,
respectively.
(2) Annualized.
(3) Not annualized.
(4) Amount is less than $0.01.
(5) 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.
</FN>

See Notes to Financial Statements

PHOENIX-MFS INVESTORS TRUST SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
------ ----------

COMMON STOCKS--90.5%
AEROSPACE & DEFENSE--0.9%
General Dynamics Corp. ............................... 60 $ 6,381
Lockheed Martin Corp. ................................ 60 4,170
Northrop Grumman Corp. ............................... 170 21,250
----------
31,801
----------
AIR FREIGHT & COURIERS--0.8%
FedEx Corp. .......................................... 140 7,476
United Parcel Service, Inc. Class B .................. 330 20,377
----------
27,853
----------
ALUMINUM--0.9%
Alcoa, Inc. .......................................... 970 32,155
----------
APPLICATION SOFTWARE--0.3%
PeopleSoft, Inc. (b) ................................. 395 5,878
Rational Software Corp. (b) .......................... 200 1,642
Siebel Systems, Inc. (b) ............................. 200 2,844
----------
10,364
----------
BANKS--6.0%
Bank of America Corp. ................................ 860 60,510
Bank of New York Co., Inc. (The) ..................... 300 10,125
Charter One Financial, Inc. .......................... 300 10,314
Comerica, Inc. ....................................... 340 20,876
FleetBoston Financial Corp. .......................... 870 28,145
Mellon Financial Corp. ............................... 660 20,744
SunTrust Banks, Inc. ................................. 70 4,740
U.S. Bancorp ......................................... 410 9,574
Wachovia Corp. ....................................... 130 4,963
Wells Fargo & Co. .................................... 790 39,547
----------
209,538
----------
BREWERS--0.9%
Anheuser-Busch Cos., Inc. ............................ 640 32,000
----------
BROADCASTING & CABLE TV--0.7%
Clear Channel Communications, Inc. (b) ............... 470 15,050
Comcast Corp. Class A (b) ............................ 130 3,099
EchoStar Communications Corp. Class A (b) ............ 100 1,856
Univision Communications, Inc. Class A (b) ........... 100 3,140
----------
23,145
----------
COMPUTER HARDWARE--2.8%
Dell Computer Corp. (b) .............................. 710 18,559
Hewlett-Packard Co. .................................. 926 14,149
International Business Machines Corp. ................ 860 61,920
Sun Microsystems, Inc. (b) ........................... 350 1,754
----------
96,382
----------
COMPUTER STORAGE & PERIPHERALS--0.3%
EMC Corp. (b) ........................................ 630 4,757
Lexmark International, Inc. (b) ...................... 110 5,984
----------
10,741
----------
CONSTRUCTION, FARM MACHINERY & HEAVY TRUCKS--0.6%
Caterpillar, Inc. .................................... 160 7,832
Deere & Co. .......................................... 280 13,412
----------
21,244
----------
CONSUMER FINANCE--0.6%
Capital One Financial Corp. .......................... 330 20,147
----------

SHARES VALUE
------ ----------

DATA PROCESSING SERVICES--1.8%
Automatic Data Processing, Inc. ...................... 410 $ 17,856
Concord EFS, Inc. (b) ................................ 280 8,439
First Data Corp. ..................................... 940 34,968
----------
61,263
----------
DEPARTMENT STORES--1.3%
Sears, Roebuck and Co. ............................... 860 46,698
----------
DIVERSIFIED CHEMICALS--0.1%
Du Pont (E.I.) de Nemours & Co. ...................... 110 4,884
----------
DIVERSIFIED COMMERCIAL SERVICES--0.1%
Cendant Corp. (b) .................................... 140 2,223
----------
DIVERSIFIED FINANCIAL SERVICES--8.7%
American Express Co. ................................. 430 15,617
Citigroup, Inc. ...................................... 2,140 82,925
Fannie Mae ........................................... 540 39,825
Freddie Mac .......................................... 1,380 84,456
Goldman Sachs Group, Inc. (The) ...................... 320 23,472
J.P. Morgan Chase & Co. .............................. 90 3,053
Merrill Lynch & Co., Inc. ............................ 680 27,540
Morgan Stanley ....................................... 270 11,632
State Street Corp. ................................... 300 13,410
----------
301,930
----------
DRUG RETAIL--0.4%
CVS Corp. ............................................ 200 6,120
Walgreen Co. ......................................... 230 8,885
----------
15,005
----------
ELECTRIC UTILITIES--1.0%
Dominion Resources, Inc. ............................. 220 14,564
Exelon Corp. ......................................... 330 17,259
PG&E Corp. (b) ....................................... 220 3,936
----------
35,759
----------
ELECTRICAL COMPONENTS & EQUIPMENT--0.1%
Molex, Inc. .......................................... 70 2,347
----------
ELECTRONIC EQUIPMENT & INSTRUMENTS--0.2%
Agilent Technologies, Inc. (b) ....................... 220 5,203
----------
ENVIRONMENTAL SERVICES--0.2%
Waste Management, Inc. ............................... 320 8,336
----------
FOOD DISTRIBUTORS--0.2%
Sysco Corp. .......................................... 240 6,533
----------
FOOD RETAIL--0.8%
Kroger Co. (The) (b) ................................. 750 14,925
Safeway, Inc. (b) .................................... 454 13,252
----------
28,177
----------
FOOTWEAR--0.3%
NIKE, Inc. Class B ................................... 190 10,194
----------
GAS UTILITIES--0.2%
NiSource, Inc. ....................................... 290 6,331
----------
GENERAL MERCHANDISE STORES--4.7%
BJ's Wholesale Club, Inc. (b) ........................ 90 3,465
Costco Wholesale Corp. (b) ........................... 360 13,903
Family Dollar Stores, Inc. ........................... 230 8,107
Target Corp. ......................................... 980 37,338
Wal-Mart Stores, Inc. ................................ 1,850 101,769
----------
164,582
----------

See Notes to Financial Statements

PHOENIX-MFS INVESTORS TRUST SERIES

SHARES VALUE
------ ----------

HEALTH CARE DISTRIBUTORS & SERVICES--0.6%
Cardinal Health, Inc. ................................ 310 $ 19,037
----------
HEALTH CARE EQUIPMENT--1.3%
Applied Biosystems Group - Applera Corp. ............. 470 9,160
Baxter International, Inc. ........................... 280 12,446
Medtronic, Inc. ...................................... 370 15,855
Stryker Corp. ........................................ 140 7,491
----------
44,952
----------
HEALTH CARE FACILITIES--1.2%
HCA, Inc. ............................................ 710 33,725
HEALTHSOUTH Corp. (b) ................................ 510 6,523
----------
40,248
----------
HOME IMPROVEMENT RETAIL--1.2%
Home Depot, Inc. (The) ............................... 620 22,773
Lowe's Cos., Inc. .................................... 400 18,160
----------
40,933
----------
HOUSEHOLD APPLIANCES--0.1%
Black & Decker Corp. (The) ........................... 100 4,820
----------
HOUSEHOLD PRODUCTS--1.8%
Estee Lauder Cos., Inc. (The) Class A ................ 240 8,448
Kimberly-Clark Corp. ................................. 137 8,494
Procter & Gamble Co. (The) ........................... 510 45,543
----------
62,485
----------
INDUSTRIAL CONGLOMERATES--3.8%
3M Co. ............................................... 390 47,970
General Electric Co. ................................. 2,680 77,854
Tyco International Ltd. .............................. 560 7,566
----------
133,390
----------
INDUSTRIAL GASES--1.1%
Air Products and Chemicals, Inc. ..................... 300 15,141
Praxair, Inc. ........................................ 400 22,788
----------
37,929
----------
INDUSTRIAL MACHINERY--1.0%
Danaher Corp. ........................................ 170 11,279
Illinois Tool Works, Inc. ............................ 210 14,343
Ingersoll-Rand Co. Class A ........................... 180 8,219
----------
33,841
----------
INSURANCE BROKERS--0.2%
Marsh & McLennan Cos., Inc. .......................... 80 7,728
----------
INTEGRATED OIL & GAS--3.1%
ChevronTexaco Corp. .................................. 110 9,735
Exxon Mobil Corp. .................................... 2,420 99,026
----------
108,761
----------
INTEGRATED TELECOMMUNICATION SERVICES--3.2%
ALLTEL Corp. ......................................... 80 3,760
AT&T Corp. ........................................... 790 8,453
BellSouth Corp. ...................................... 1,180 37,170
SBC Communications, Inc. ............................. 810 24,705
Verizon Communications, Inc. ......................... 890 35,734
----------
109,822
----------
LIFE & HEALTH INSURANCE--1.0%
AFLAC, Inc. .......................................... 200 6,400
MetLife, Inc. ........................................ 720 20,736
UnumProvident Corp. .................................. 260 6,617
----------
33,753
----------

SHARES VALUE
------ ----------

MANAGED HEALTH CARE--0.8%
CIGNA Corp. .......................................... 130 $ 12,665
UnitedHealth Group, Inc. ............................. 170 15,563
----------
28,228
----------
MOTORCYCLE MANUFACTURERS--0.3%
Harley-Davidson, Inc. ................................ 190 9,741
----------
MOVIES & ENTERTAINMENT--3.3%
AOL Time Warner, Inc. (b) ............................ 940 13,827
Fox Entertainment Group, Inc. Class A (b) ............ 110 2,393
Viacom, Inc. Class B (b) ............................. 1,930 85,634
Walt Disney Co. (The) ................................ 670 12,663
----------
114,517
----------
MULTI-LINE INSURANCE--2.1%
American International Group, Inc. ................... 710 48,443
Hartford Financial Services Group, Inc. (The) ........ 410 24,383
----------
72,826
----------
MULTI-UTILITIES & UNREGULATED POWER--0.1%
Duke Energy Corp. .................................... 132 4,105
----------
NETWORKING EQUIPMENT--1.7%
Cisco Systems, Inc. (b) .............................. 4,320 60,264
----------
OFFICE SERVICES & SUPPLIES--0.2%
Avery Dennison Corp. ................................. 100 6,275
----------
OIL & GAS DRILLING--0.3%
GlobalSantaFe Corp. .................................. 430 11,761
----------
OIL & GAS EQUIPMENT & SERVICES--0.9%
Baker Hughes, Inc. ................................... 480 15,979
Schlumberger Ltd. .................................... 300 13,950
----------
29,929
----------
OIL & GAS EXPLORATION & PRODUCTION--0.7%
Anadarko Petroleum Corp. ............................. 239 11,783
Apache Corp. ......................................... 80 4,599
Devon Energy Corp. ................................... 130 6,406
Unocal Corp. ......................................... 80 2,955
----------
25,743
----------
PACKAGED FOODS AND MEATS--0.2%
J.M. Smucker Co. (The) ............................... 1 34
Kellogg Co. .......................................... 160 5,738
Kraft Foods, Inc. Class A ............................ 50 2,047
----------
7,819
----------
PAPER PRODUCTS--0.8%
International Paper Co. .............................. 620 27,020
----------
PERSONAL PRODUCTS--0.8%
Gillette Co. (The) ................................... 810 27,435
----------
PHARMACEUTICALS--9.0%
Abbott Laboratories .................................. 600 22,590
Allergan, Inc. ....................................... 160 10,680
Johnson & Johnson .................................... 630 32,924
Lilly (Eli) & Co. .................................... 680 38,352
Merck & Co., Inc. .................................... 300 15,192
Pfizer, Inc. ......................................... 3,420 119,700
Pharmacia Corp. ...................................... 230 8,613
Wyeth ................................................ 1,280 65,536
----------
313,587
----------
PHOTOGRAPHIC PRODUCTS--0.2%
Eastman Kodak Co. .................................... 220 6,417
----------

See Notes to Financial Statements

PHOENIX-MFS INVESTORS TRUST SERIES

SHARES VALUE
------ ----------

PROPERTY & CASUALTY INSURANCE--1.6%
Allstate Corp. (The) ................................. 160 $ 5,917
Chubb Corp. (The) .................................... 240 16,992
St. Paul Cos., Inc. (The) ............................ 580 22,573
Travelers Property Casualty Corp. Class A (b) ........ 490 8,673
----------
54,155
----------
PUBLISHING & PRINTING--2.5%
Gannett Co., Inc. .................................... 490 37,191
McGraw-Hill Cos., Inc. (The) ......................... 160 9,552
New York Times Co. (The) Class A ..................... 640 32,960
Tribune Co. .......................................... 120 5,220
----------
84,923
----------
RAILROADS--0.4%
Union Pacific Corp. .................................. 210 13,289
----------
SEMICONDUCTOR EQUIPMENT--0.4%
Lam Research Corp. (b) ............................... 90 1,618
Novellus Systems, Inc. (b) ........................... 340 11,560
----------
13,178
----------
SEMICONDUCTORS--2.1%
Analog Devices, Inc. (b) ............................. 900 26,730
Intel Corp. .......................................... 950 17,356
Linear Technology Corp. .............................. 260 8,172
Maxim Integrated Products, Inc. (b) .................. 150 5,750
Texas Instruments, Inc. .............................. 690 16,353
----------
74,361
----------
SOFT DRINKS--1.5%
Coca-Cola Co. (The) .................................. 120 6,720
PepsiCo, Inc. ........................................ 950 45,790
----------
52,510
----------
SPECIALTY CHEMICALS--0.1%
Rohm & Haas Co. ...................................... 60 2,429
----------
SYSTEMS SOFTWARE--4.1%
Adobe Systems, Inc. .................................. 330 9,405
Microsoft Corp. (b) .................................. 1,680 91,896
Oracle Corp. (b) ..................................... 3,100 29,357
VERITAS Software Corp. (b) ........................... 560 11,082
----------
141,740
----------
TELECOMMUNICATIONS EQUIPMENT--0.3%
Motorola, Inc. ....................................... 720 10,382
----------
TOBACCO--1.6%
Philip Morris Cos., Inc. ............................. 1,300 56,784
----------
TOTAL COMMON STOCKS
(Identified cost $3,391,141) .................................... 3,141,952
----------
FOREIGN COMMON STOCKS--5.2%

BREWERS--0.5%
Diageo plc (United Kingdom) .......................... 1,360 17,662
----------
BROADCASTING & CABLE TV--0.1%
News Corp. Ltd. (The) (Australia) .................... 490 2,663
----------

SHARES VALUE
------ ----------

FERTILIZERS & AGRICULTURAL CHEMICALS--0.4%
Syngenta AG (Switzerland) ............................ 230 $ 13,825
----------
INTEGRATED OIL & GAS--1.1%
BP plc ADR (United Kingdom) .......................... 650 32,818
Encana Corp (Canada) ................................. 130 3,992
----------
36,810
----------
INTEGRATED TELECOMMUNICATION SERVICES--0.1%
BT Group plc (United Kingdom) ........................ 600 2,305
----------
IT CONSULTING & SERVICES--0.5%
Accenture Ltd. Class A (Bermuda) (b) ................. 900 17,100
----------
OIL & GAS EXPLORATION & PRODUCTION--0.3%
Encana Corp. (Canada) ................................ 300 9,180
----------
OIL & GAS REFINING, MARKETING & TRANSPORTATION--0.3%
TotalFinaElf SA (France) ............................. 70 11,365
----------
PACKAGED FOODS AND MEATS--0.2%
Unilever NV NY Registered Shares (Netherlands) ....... 130 8,424
----------
PHARMACEUTICALS--0.4%
Aventis SA (France) .................................. 140 9,921
Glaxo Smithkline plc ADR (United Kingdom) ............ 100 4,314
----------
14,235
----------
PROPERTY & CASUALTY INSURANCE--0.4%
ACE Ltd. (Bermuda) ................................... 120 3,792
XL Capital Ltd. Class A (Bermuda) .................... 110 9,317
----------
13,109
----------
RAILROADS--0.7%
Canadian National Railway Co. (Canada) ............... 502 26,004
----------
SEMICONDUCTORS--0.1%
STMicroelectronics NV (Switzerland) .................. 165 4,014
----------
TELECOMMUNICATIONS EQUIPMENT--0.1%
Nokia Oyj ADR (Finland) .............................. 187 2,708
----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $170,802) ...................................... 179,404
----------
TOTAL LONG TERM INVESTMENTS--95.7%
(Identified cost $3,561,943) .................................... 3,321,356
----------

STANDARD PAR
& POOR'S VALUE
RATING (000)
-------- ------

SHORT-TERM OBLIGATIONS--4.8%
FEDERAL AGENCY SECURITIES--4.8%
Fannie Mae 1.90%, 7/1/02 ....................... AAA $167 167,000
----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $167,000) ...................................... 167,000
----------
TOTAL INVESTMENTS--100.5%
(Identified Cost $3,728,943) .................................... 3,488,356(a)
Other assets and liabilities, net--(0.5)% ....................... (16,988)
----------
NET ASSETS--100.0% ................................................ $3,471,368
==========

<FN>
(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $134,926 and gross
depreciation of $397,786 for federal income tax purposes. At June 30, 2002, the
aggregate cost of securities for federal income tax purposes was $3,751,216.
(b) Non-income producing.
</FN>

See Notes to Financial Statements

PHOENIX-MFS INVESTORS TRUST SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $3,728,943) ........................ $3,488,356
Receivables
Investment securities sold ....................................................... 15,345
Receivable from adviser .......................................................... 8,146
Dividends ........................................................................ 3,753
Fund shares sold ................................................................. 380
Tax reclaim ...................................................................... 209
----------
Total assets ................................................................... 3,516,189
----------
LIABILITIES
Cash overdraft ..................................................................... 11,189
Payables
Fund shares repurchased .......................................................... 34
Professional fee ................................................................. 21,733
Printing fee ..................................................................... 5,285
Financial agent fee .............................................................. 3,651
Trustees' fee .................................................................... 1,721
Accrued expenses ................................................................... 1,208
----------
Total liabilities .............................................................. 44,821
----------
NET ASSETS ......................................................................... $3,471,368
==========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $3,837,922
Undistributed net investment income .............................................. 8,341
Accumulated net realized loss .................................................... (134,323)
Net unrealized depreciation ...................................................... (240,572)
----------
NET ASSETS ......................................................................... $3,471,368
==========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 383,324
==========
Net asset value and offering price per share ....................................... $9.06
=====

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends ............................................................................ $ 24,959
Interest ............................................................................. 1,246
Foreign taxes withheld ............................................................... (599)
---------
Total investment income ............................................................ 25,606
---------
EXPENSES
Investment advisory fee .............................................................. 13,121
Financial agent fee .................................................................. 21,509
Professional ......................................................................... 15,575
Custodian ............................................................................ 11,289
Printing ............................................................................. 3,766
Trustees ............................................................................. 3,455
Miscellaneous ........................................................................ 2,833
---------
Total expenses ..................................................................... 71,548
Less expenses borne by investment adviser .......................................... (54,630)
---------
Net expenses ....................................................................... 16,918
---------
NET INVESTMENT INCOME .................................................................. 8,688
---------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities ...................................................... (133,656)
Net realized loss on foreign currency transactions ................................... (261)
Net change in unrealized appreciation (depreciation) on investments .................. (363,643)
Net change in unrealized appreciation (depreciation) on foreign currency and foreign
currency transactions .............................................................. 157
---------
NET LOSS ON INVESTMENTS ................................................................ (497,403)
---------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ................................... $(488,715)
=========

See Notes to Financial Statements

PHOENIX-MFS INVESTORS TRUST SERIES

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS
ENDED FROM INCEPTION
6/30/02 10/29/01 TO
(UNAUDITED) 12/31/01
----------- --------------

FROM OPERATIONS
Net investment income (loss) ................................................................ $ 8,688 $ 3,595
Net realized gain (loss) .................................................................... (133,917) 5,373
Net change in unrealized appreciation (depreciation) ........................................ (363,486) 122,914
---------- ----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................................. (488,715) 131,882
---------- ----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ....................................................................... (4,575) --
Net realized short-term gains ............................................................... (5,146) --
---------- ----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ................................... (9,721) --
---------- ----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (63,270 and 327,032 shares, respectively) ..................... 632,523 3,277,340
Net asset value of shares issued from reinvestment of distributions
(1,072 and 0 shares, respectively) ........................................................ 9,721 --
Cost of shares repurchased (7,247 and 803 shares, respectively) ............................. (73,335) (8,327)
---------- ----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ................................... 568,909 3,269,013
---------- ----------
NET INCREASE (DECREASE) IN NET ASSETS ....................................................... 70,473 3,400,895
NET ASSETS
Beginning of period ......................................................................... 3,400,895 --
---------- ----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $8,341 AND $4,228,
RESPECTIVELY) ............................................................................. $3,471,368 $3,400,895
========== ==========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS
ENDED FROM INCEPTION
6/30/02 10/29/01 TO
(UNAUDITED) 12/31/01
----------- --------------
Net asset value, beginning of period .......... $10.42 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ................ 0.02 0.01
Net realized and unrealized gain (loss) ..... (1.36) 0.41
------ ------
TOTAL FROM INVESTMENT OPERATIONS .......... (1.34) 0.42
------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ........ (0.01) --
Distributions from net realized gains ....... (0.01) --
------ ------
TOTAL DISTRIBUTIONS ....................... (0.02) --
------ ------
CHANGE IN NET ASSET VALUE ..................... (1.36) 0.42
------ ------
NET ASSET VALUE, END OF PERIOD ................ $ 9.06 $10.42
====== ======
Total return .................................. (12.88)%(3) 4.25%(3)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ....... $3,471 $3,401
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1) ....................... 0.97%(2) 0.95%(2)(4)
Net investment income (loss) ................ 0.50%(2) 0.65%(2)
Portfolio turnover ............................ 47%(3) 4%(3)

(1) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 4.09% and
7.34% for the periods ended June 30, 2002 and December 31, 2001,
respectively.
(2) Annualized.
(3) Not annualized.
(4) 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.

See Notes to Financial Statements

PHOENIX-MFS VALUE SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
------ -----------

COMMON STOCKS--84.4%
AEROSPACE & DEFENSE--1.1%
Northrop Grumman Corp. ............................... 980 $ 122,500
-----------
AGRICULTURAL PRODUCTS--1.0%
Archer-Daniels-Midland Co. ........................... 9,030 115,494
-----------
ALUMINUM--1.8%
Alcoa, Inc. .......................................... 6,160 204,204
-----------
AUTO PARTS & EQUIPMENT--0.9%
Delphi Corp. ......................................... 7,940 104,808
-----------
BANKS--10.4%
Bank of America Corp. ................................ 4,000 281,440
Comerica, Inc. ....................................... 1,000 61,400
FleetBoston Financial Corp. .......................... 6,870 222,245
Mellon Financial Corp. ............................... 4,380 137,663
National City Corp. .................................. 3,930 130,673
PNC Financial Services Group ......................... 510 26,663
SouthTrust Corp. ..................................... 3,120 81,494
SunTrust Banks, Inc. ................................. 1,840 124,605
Wachovia Corp. ....................................... 3,680 140,502
-----------
1,206,685
-----------
COMPUTER HARDWARE--0.5%
International Business Machines Corp. ................ 820 59,040
-----------
CONSTRUCTION, FARM MACHINERY & HEAVY TRUCKS--2.2%
Caterpillar, Inc. .................................... 390 19,090
Deere & Co. .......................................... 4,940 236,626
-----------
255,716
-----------
DEPARTMENT STORES--2.5%
Sears, Roebuck and Co. ............................... 5,440 295,392
-----------
DIVERSIFIED FINANCIAL SERVICES--8.7%
American Express Co. ................................. 3,130 113,682
Citigroup, Inc. ...................................... 10,360 401,450
Fannie Mae ........................................... 1,660 122,425
Freddie Mac .......................................... 1,960 119,952
Goldman Sachs Group, Inc. (The) ...................... 2,060 151,101
Merrill Lynch & Co., Inc. ............................ 2,540 102,870
-----------
1,011,480
-----------
DIVERSIFIED METALS & MINING--0.3%
Phelps Dodge Corp. (b) ............................... 760 31,312
-----------
ELECTRIC UTILITIES--3.4%
Dominion Resources, Inc. ............................. 1,370 90,694
FPL Group, Inc. ...................................... 1,440 86,386
NSTAR ................................................ 2,180 97,620
Pinnacle West Capital Corp. .......................... 2,210 87,295
TXU Corp. ............................................ 620 31,961
-----------
393,956
-----------
FOOTWEAR--0.3%
NIKE, Inc. Class B ................................... 600 32,190
-----------
GAS UTILITIES--3.1%
KeySpan Corp. ........................................ 1,740 65,511
National Fuel Gas Co. ................................ 3,690 83,062
Nicor, Inc. .......................................... 2,230 102,022
NiSource, Inc. ....................................... 2,830 61,779
WGL Holdings, Inc. ................................... 1,920 49,728
-----------
362,102
-----------

SHARES VALUE
------ -----------

HOUSEHOLD PRODUCTS--3.1%
Kimberly-Clark Corp. ................................. 2,440 $ 151,280
Procter & Gamble Co. (The) ........................... 2,380 212,534
-----------
363,814
-----------
INDUSTRIAL CONGLOMERATES--1.1%
3M Co. ............................................... 1,080 132,840
-----------
INDUSTRIAL GASES--2.0%
Air Products and Chemicals, Inc. ..................... 2,530 127,689
Praxair, Inc. ........................................ 1,900 108,243
-----------
235,932
-----------
INDUSTRIAL MACHINERY--1.8%
Danaher Corp. ........................................ 1,320 87,582
Illinois Tool Works, Inc. ............................ 370 25,271
ITT Industries, Inc. ................................. 60 4,236
Pall Corp. ........................................... 4,330 89,848
-----------
206,937
-----------
INTEGRATED OIL & GAS--2.9%
Exxon Mobil Corp. .................................... 8,200 335,544
-----------
INTEGRATED TELECOMMUNICATION SERVICES--2.8%
AT&T Corp. ........................................... 8,660 92,662
BellSouth Corp. ...................................... 5,440 171,360
Verizon Communications, Inc. ......................... 1,540 61,831
-----------
325,853
-----------
LIFE & HEALTH INSURANCE--1.0%
MetLife, Inc. ........................................ 4,120 118,656
-----------
MOVIES & ENTERTAINMENT--2.3%
Viacom, Inc. Class B (b) ............................. 4,340 192,566
Walt Disney Co. (The) ................................ 4,090 77,301
-----------
269,867
-----------
MULTI-LINE INSURANCE--1.0%
Hartford Financial Services Group, Inc. (The) ........ 1,970 117,156
-----------
MULTI-UTILITIES & UNREGULATED POWER--0.5%
Energy East Corp. .................................... 2,590 58,534
-----------
OIL & GAS DRILLING--0.4%
Noble Corp. .......................................... 1,140 44,004
-----------
OIL & GAS EQUIPMENT & SERVICES--0.9%
Schlumberger Ltd. .................................... 2,290 106,485
-----------
OIL & GAS EXPLORATION & PRODUCTION--4.7%
Anadarko Petroleum Corp. ............................. 2,190 107,967
Apache Corp. ......................................... 2,762 158,760
Devon Energy Corp. ................................... 1,980 97,574
Unocal Corp. ......................................... 4,850 179,159
-----------
543,460
-----------
PACKAGED FOODS AND MEATS--2.5%
J.M. Smucker Co. (The) ............................... 1,359 46,398
Kellogg Co. .......................................... 6,690 239,903
-----------
286,301
-----------
PAPER PRODUCTS--1.7%
International Paper Co. .............................. 4,390 191,316
-----------
PERSONAL PRODUCTS--0.8%
Gillette Co. (The) ................................... 2,730 92,465
-----------

See Notes to Financial Statements

PHOENIX-MFS VALUE SERIES

SHARES VALUE
------ -----------

PHARMACEUTICALS--5.5%
Abbott Laboratories .................................. 3,920 $ 147,588
Merck & Co., Inc. .................................... 2,590 131,158
Pfizer, Inc. ......................................... 5,850 204,750
Wyeth ................................................ 3,090 158,208
-----------
641,704
-----------
PHOTOGRAPHIC PRODUCTS--0.8%
Eastman Kodak Co. .................................... 3,180 92,761
-----------
PROPERTY & CASUALTY INSURANCE--3.3%
Allstate Corp. (The) ................................. 4,940 182,681
Chubb Corp. (The) .................................... 1,160 82,128
SAFECO Corp. ......................................... 1,850 57,146
St. Paul Cos., Inc. (The) ............................ 1,530 59,548
-----------
381,503
-----------
PUBLISHING & PRINTING--2.5%
Gannett Co., Inc. .................................... 2,450 185,955
Tribune Co. .......................................... 2,400 104,400
-----------
290,355
-----------
REITS--0.5%
Equity Office Properties Trust ....................... 2,000 60,200
-----------
SEMICONDUCTORS--1.0%
Analog Devices, Inc. (b) ............................. 1,150 34,155
Intel Corp. .......................................... 3,160 57,733
Texas Instruments, Inc. .............................. 1,060 25,122
-----------
117,010
-----------
SOFT DRINKS--1.4%
PepsiCo, Inc. ........................................ 3,290 158,578
-----------
SPECIALTY CHEMICALS--0.9%
PPG Industries, Inc. ................................. 1,670 103,373
-----------
SYSTEMS SOFTWARE--0.6%
Oracle Corp. (b) ..................................... 7,340 69,510
-----------
TOBACCO--2.1%
Philip Morris Cos., Inc. ............................. 5,440 237,619
-----------
WIRELESS TELECOMMUNICATION SERVICES--0.1%
AT&T Wireless Services, Inc. (b) ..................... 2,520 14,742
-----------
TOTAL COMMON STOCKS
(Identified cost $9,967,792) .................................... 9,791,398
-----------
FOREIGN COMMON STOCKS--10.0%
ALUMINUM--0.5%
Alcan, Inc. (Canada) ................................. 1,520 57,030
-----------
BREWERS--0.6%
Diageo plc (United Kingdom) .......................... 5,650 73,378
-----------
ELECTRIC UTILITIES--0.3%
National Grid plc (United Kingdom) ................... 4,440 31,539
-----------
FERTILIZERS & AGRICULTURAL CHEMICALS--2.0%
Syngenta AG (Switzerland) ............................ 3,760 226,007
-----------
INDUSTRIAL GASES--1.0%
Akzo Nobel NV (Netherlands) .......................... 2,790 121,489
-----------
INTEGRATED OIL & GAS--2.0%
BP plc ADR (United Kingdom) .......................... 3,340 168,637
TotalFinaELF SA ADR (France) ........................ 790 63,911
-----------
232,548
-----------

SHARES VALUE
------ -----------

INTEGRATED TELECOMMUNICATION SERVICES--0.4%
BT Group plc (United Kingdom) ........................ 11,000 $ 42,254
-----------
IT CONSULTING & SERVICES--0.4%
Accenture Ltd. Class A (Bermuda) (b) ................. 2,550 48,450
-----------
PHARMACEUTICALS--0.5%
GlaxoSmithKline plc (United Kingdom) ................. 2,640 57,063
-----------
PUBLISHING & PRINTING--1.0%
Reed Elsevier plc (United Kingdom) ................... 12,060 114,620
-----------
RAILROADS--1.3%
Canadian National Railway Co. (Canada) ............... 2,924 151,463
-----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $1,112,128) .................................... 1,155,841
-----------
CONVERTIBLE PREFERRED STOCKS--3.5%
AEROSPACE & DEFENSE--0.6%
Northrop Grumman Corp. Cv. Pfd. 7.25% ................ 510 67,580
-----------
AUTOMOBILE MANUFACTURERS--0.5%
General Motors Corp. Cv. Pfd. 5.25% .................. 2,070 54,379
-----------
ELECTRIC UTILITIES--0.5%
TXU Corp. Cv. Pfd. 8.75% ............................. 1,090 59,089
-----------
INTEGRATED TELECOMMUNICATION SERVICES--0.3%
Alltel Corp. Cv. Pfd. 7.75% .......................... 780 37,860
-----------
MULTI-UTILITIES & UNREGULATED POWER--0.1%
Williams Companies,Inc. Cv. Pfd. 9% .................. 980 12,328
-----------
PROPERTY & CASUALTY INSURANCE--0.3%
Travelers Property Casualty Corp. Cv. Pfd. 4.50% ..... 1,330 31,455
-----------
TELECOMMUNICATIONS EQUIPMENT--1.2%
Motorola, Inc. Cv. Pfd. 7% ........................... 3,120 143,114
-----------
TOTAL CONVERTIBLE PREFERRED STOCKS
(Identified cost $414,554) ...................................... 405,805
-----------
TOTAL LONG-TERM INVESTMENTS--97.9%
(Identified cost $11,494,474) ................................... 11,353,044
-----------

STANDARD PAR
& POOR'S VALUE
RATING (000)
-------- -----

SHORT-TERM OBLIGATIONS--4.9%
FEDERAL AGENCY SECURITIES--4.9%
Fannie Mae 1.90%, 7/1/02 ..................... AAA $572 572,000
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $572,000) ...................................... 572,000
-----------
TOTAL INVESTMENTS--102.8%
(Identified cost $12,066,474) ................................... 11,925,044(a)
Other assets and liabilities, net--(2.8)% ....................... (330,437)
-----------
NET ASSETS--100.0% ................................................ $11,594,607
===========

<FN>
(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $446,531 and gross depreciation
of $624,246 for federal income tax purposes. At June 30, 2002, the aggregate
cost of securities for federal income tax purposes was $12,102,759.
(b) Non-income producing.
</FN>

See Notes to Financial Statements

PHOENIX-MFS VALUE SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $12,066,474) ....................... $11,925,044
Cash ............................................................................... 1,434,762
Receivables
Fund shares sold ................................................................. 50,985
Investment securities sold ....................................................... 32,236
Dividends ........................................................................ 18,187
Receivable from adviser .......................................................... 4,082
-----------
Total assets ................................................................... 13,465,296
-----------
LIABILITIES
Payables
Investment securities purchased .................................................. 1,840,050
Fund shares repurchased .......................................................... 326
Professional fee ................................................................. 20,404
Financial agent fee .............................................................. 3,800
Printing fee ..................................................................... 2,569
Trustees' fee .................................................................... 2,192
Accrued expenses ................................................................... 1,348
-----------
Total liabilities .............................................................. 1,870,689
-----------
NET ASSETS ......................................................................... $11,594,607
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $11,794,976
Undistributed net investment income .............................................. 34,536
Accumulated net realized loss .................................................... (93,695)
Net unrealized depreciation ...................................................... (141,210)
-----------
NET ASSETS ......................................................................... $11,594,607
===========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 1,138,233
===========
Net asset value and offering price per share ....................................... $10.19
======

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends ........................................................................ $ 78,666
Interest ......................................................................... 2,915
Foreign taxes withheld ........................................................... (1,154)
---------
Total investment income ........................................................ 80,427
---------
EXPENSES
Investment advisory fee .......................................................... 26,719
Financial agent fee .............................................................. 22,774
Custodian ........................................................................ 18,226
Professional ..................................................................... 14,786
Printing ......................................................................... 3,859
Trustees ......................................................................... 3,464
Miscellaneous .................................................................... 2,834
---------
Total expenses ................................................................. 92,662
Less expenses borne by investment adviser ...................................... (58,020)
Custodian fees paid indirectly ................................................. (1)
---------
Net expenses ................................................................... 34,641
---------
NET INVESTMENT INCOME .............................................................. 45,786
---------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .................................................. (93,207)
Net realized gain on foreign currency transactions ............................... 38
Net change in unrealized appreciation (depreciation) on investments .............. (324,636)
Net change in unrealized appreciation (depreciation) on foreign currency and
foreign currency transactions .................................................. 542
---------
NET LOSS ON INVESTMENTS ............................................................ (417,263)
---------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ............................... $(371,477)
=========

See Notes to Financial Statements

PHOENIX-MFS VALUE SERIES

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS
ENDED FROM INCEPTION
6/30/02 10/29/01 TO
(UNAUDITED) 12/31/01
----------- --------------

FROM OPERATIONS
Net investment income (loss) .................................................. $ 45,786 $ 8,591
Net realized gain (loss) ...................................................... (93,169) 9,765
Net change in unrealized appreciation (depreciation) .......................... (324,094) 182,884
----------- -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................... (371,477) 201,240
----------- -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ......................................................... (11,250) (8,371)
Net realized short-term gains ................................................. (10,462) (49)
----------- -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ..................... (21,712) (8,420)
----------- -----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (754,529 and 447,287 shares, respectively) ...... 7,937,342 4,527,099
Net asset value of shares issued from reinvestment of distributions (2,145 and
798 shares, respectively) ................................................... 21,712 8,420
Cost of shares repurchased (63,106 and 3,420 shares, respectively) ............ (664,163) (35,434)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ..................... 7,294,891 4,500,085
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS ......................................... 6,901,702 4,692,905
NET ASSETS
Beginning of period ........................................................... 4,692,905 --
----------- -----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $34,536 AND $0,
RESPECTIVELY) ............................................................... $11,594,607 $ 4,692,905
=========== ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS
ENDED FROM INCEPTION
6/30/02 10/29/01 TO
(UNAUDITED) 12/31/01
----------- --------------
Net asset value, beginning of period ........ $10.55 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .............. 0.04 0.02
Net realized and unrealized gain (loss) ... (0.38) 0.55
------ ------
TOTAL FROM INVESTMENT OPERATIONS ........ (0.34) 0.57
------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ...... (0.01) (0.02)
Distributions from net realized gains ..... (0.01) --(5)
------ ------
TOTAL DISTRIBUTIONS ..................... (0.02) (0.02)
------ ------
CHANGE IN NET ASSET VALUE ................... (0.36) 0.55
------ ------
NET ASSET VALUE, END OF PERIOD .............. $10.19 $10.55
====== ======
Total return ................................ (3.29)%(3) 5.73%(3)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ..... $11,595 $4,693
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1) ..................... 0.97%(2)(4) 0.95%(2)(4)
Net investment income ..................... 1.29%(2) 1.33%(2)
Portfolio turnover .......................... 22%(3) 9%(3)

(1) If the investment adviser had not waived fees and reimbursed expenses, the
ratio of operating expenses to average net assets would have been 2.60% and
6.43% for the periods ended June 30, 2002 and December 31, 2001.
(2) Annualized.
(3) Not annualized.
(4) 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.
(5) Amount is less than $0.01.

See Notes to Financial Statements

PHOENIX-OAKHURST GROWTH AND INCOME SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
-------- -----------

COMMON STOCKS--96.2%
ADVERTISING--0.1%
Omnicom Group, Inc. ..................................... 1,400 $ 64,120
------------
AEROSPACE & DEFENSE--2.4%
Boeing Co. (The) ........................................ 16,800 756,000
General Dynamics Corp. .................................. 3,800 404,130
Honeywell International, Inc. ........................... 12,200 429,806
Lockheed Martin Corp. ................................... 2,400 166,800
United Technologies Corp. ............................... 10,800 733,320
------------
2,490,056
------------
ALTERNATIVE CARRIERS--0.2%
Commonwealth Telephone Enterprises, Inc. (b) ............ 4,000 160,960
------------
ALUMINUM--0.4%
Alcoa, Inc. ............................................. 12,300 407,745
------------
APPAREL RETAIL--0.4%
Foot Locker, Inc. (b) ................................... 14,300 206,635
Limited Brands .......................................... 10,800 230,040
------------
436,675
------------
APPAREL, ACCESSORIES & LUXURY GOODS--1.0%
Jones Apparel Group, Inc. (b) ........................... 10,500 393,750
Liz Claiborne, Inc. ..................................... 9,500 302,100
Polo Ralph Lauren Corp. (b) ............................. 3,900 87,360
Tommy Hilfiger Corp. (b) ................................ 19,500 279,240
------------
1,062,450
------------
APPLICATION SOFTWARE--0.9%
Fair, Isaac and Co., Inc. ............................... 11,500 378,005
Intuit, Inc. (b) ........................................ 5,200 258,544
NetIQ Corp. (b) ......................................... 10,000 226,300
PeopleSoft, Inc. (b) .................................... 3,700 55,056
------------
917,905
------------
AUTO PARTS & EQUIPMENT--0.4%
Delphi Corp. ............................................ 13,700 180,840
Johnson Controls, Inc. .................................. 3,000 244,830
------------
425,670
------------
AUTOMOBILE MANUFACTURERS--0.7%
Ford Motor Co. .......................................... 23,500 376,000
General Motors Corp. .................................... 6,800 363,460
------------
739,460
------------
BANKS--6.9%
Astoria Financial Corp. ................................. 12,600 403,830
Bank of America Corp. ................................... 25,200 1,773,072
Bank of New York Co., Inc. (The) ........................ 2,400 81,000
Bank One Corp. .......................................... 15,000 577,200
Comerica, Inc. .......................................... 9,200 564,880
First Tennessee National Corp. .......................... 15,000 574,500
FleetBoston Financial Corp. ............................. 28,000 905,800
Hibernia Corp. Class A .................................. 12,200 241,438
KeyCorp ................................................. 13,700 374,010
SunTrust Banks, Inc. .................................... 7,000 474,040
U.S. Bancorp ............................................ 17,600 410,960
United Bankshares, Inc. ................................. 6,900 202,722
Wachovia Corp. .......................................... 13,100 500,158
------------
7,083,610
------------
BIOTECHNOLOGY--0.3%
Charles River Laboratories International, Inc. (b) ...... 7,600 266,380
------------
BREWERS--0.2%
Coors (Adolph) Co. Class B .............................. 2,800 174,440
------------

SHARES VALUE
-------- -----------

BROADCASTING & CABLE TV--0.1%
Clear Channel Communications, Inc. (b) .................. 4,000 $ 128,080
------------
CASINOS & GAMING--0.5%
Aztar Corp. (b) ......................................... 13,500 280,800
MGM MIRAGE (b) .......................................... 7,600 256,500
------------
537,300
------------
COMMODITY CHEMICALS--0.2%
Lyondell Chemical Co. ................................... 11,100 167,610
------------
COMPUTER & ELECTRONICS RETAIL--0.5%
Best Buy Co., Inc. (b) .................................. 5,050 183,315
Circuit City Stores-Circuit City Group .................. 6,600 123,750
RadioShack Corp. ........................................ 5,300 159,318
------------
466,383
------------
COMPUTER HARDWARE--2.9%
Apple Computer, Inc. (b) ................................ 10,600 187,832
Dell Computer Corp. (b) ................................. 23,300 609,062
Hewlett-Packard Co. ..................................... 55,874 853,755
International Business Machines Corp. ................... 17,800 1,281,600
------------
2,932,249
------------
COMPUTER STORAGE & PERIPHERALS--0.2%
EMC Corp. (b) ........................................... 29,500 222,725
------------
CONSTRUCTION & ENGINEERING--0.3%
Shaw Group, Inc. (The) (b) .............................. 9,600 294,720
------------
CONSUMER FINANCE--0.6%
MBNA Corp. .............................................. 19,200 634,944
------------
DATA PROCESSING SERVICES--0.2%
First Data Corp. ........................................ 6,200 230,640
------------
DEPARTMENT STORES--1.4%
Federated Department Stores, Inc. (b) ................... 8,300 329,510
May Department Stores Co. (The) ......................... 9,500 312,835
Penney (J.C.) Co., Inc. ................................. 17,000 374,340
Sears, Roebuck and Co. .................................. 8,300 450,690
------------
1,467,375
------------
DIVERSIFIED CHEMICALS--0.7%
Dow Chemical Co. (The) .................................. 9,100 312,858
Du Pont (E.I.) de Nemours & Co. ......................... 9,200 408,480
------------
721,338
------------
DIVERSIFIED COMMERCIAL SERVICES--0.4%
Cendant Corp. (b) ....................................... 22,400 355,712
------------
DIVERSIFIED FINANCIAL SERVICES--7.6%
Ambac Financial Group, Inc. ............................. 7,400 497,280
American Express Co. .................................... 13,700 497,584
Citigroup, Inc. ......................................... 59,200 2,294,000
Fannie Mae .............................................. 11,100 818,625
Freddie Mac ............................................. 7,800 477,360
Goldman Sachs Group, Inc. (The) ......................... 2,900 212,715
J.P. Morgan Chase & Co. ................................. 36,000 1,221,120
Merrill Lynch & Co., Inc. ............................... 16,900 684,450
Morgan Stanley .......................................... 24,100 1,038,228
------------
7,741,362
------------
ELECTRIC UTILITIES--2.2%
Alliant Energy Corp. .................................... 11,900 305,830
Edison International (b) ................................ 11,800 200,600
Entergy Corp. ........................................... 15,500 657,820
PPL Corp. ............................................... 9,900 327,492
Reliant Energy, Inc. .................................... 21,200 358,280
TXU Corp. ............................................... 8,700 448,485
------------
2,298,507
------------

See Notes to Financial Statements

PHOENIX-OAKHURST GROWTH AND INCOME SERIES

SHARES VALUE
-------- -----------

ELECTRICAL COMPONENTS & EQUIPMENT--0.1%
Energizer Holding, Inc. (b) ............................. 4,600 $ 126,132
------------
ELECTRONIC EQUIPMENT & INSTRUMENTS--0.2%
Tech Data Corp. (b) ..................................... 5,500 208,175
------------
EXCHANGE TRADED FUNDS--4.0%
SPDR Trust Series I ..................................... 41,400 4,096,944
------------
FOOD DISTRIBUTORS--0.2%
SUPERVALU, Inc. ......................................... 7,200 176,616
------------
FOREST PRODUCTS--0.2%
Louisiana-Pacific Corp. ................................. 16,500 174,735
------------
GAS UTILITIES--0.9%
Nicor, Inc. ............................................. 3,400 155,550
Sempra Energy ........................................... 32,800 725,864
------------
881,414
------------
GENERAL MERCHANDISE STORES--2.4%
Costco Wholesale Corp. (b) .............................. 5,900 227,858
Target Corp. ............................................ 9,500 361,950
Wal-Mart Stores, Inc. ................................... 33,900 1,864,839
------------
2,454,647
------------
HEALTH CARE DISTRIBUTORS & SERVICES--0.5%
Cardinal Health, Inc. ................................... 4,300 264,063
McKesson Corp. .......................................... 6,300 206,010
------------
470,073
------------
HEALTH CARE EQUIPMENT--1.2%
Bard (C.R.), Inc. ....................................... 4,000 226,320
Bio-Rad Laboratories, Inc. Class A (b) .................. 11,000 500,610
St. Jude Medical, Inc. (b) .............................. 6,100 450,485
------------
1,177,415
------------
HOME IMPROVEMENT RETAIL--1.0%
Home Depot, Inc. (The) .................................. 19,400 712,562
Lowe's Cos., Inc. ....................................... 7,300 331,420
------------
1,043,982
------------
HOTELS, RESORTS & CRUISE LINES--0.2%
Starwood Hotels & Resorts Worldwide, Inc. ............... 6,200 203,918
------------
HOUSEHOLD APPLIANCES--0.2%
Stanley Works (The) ..................................... 5,700 233,757
------------
HOUSEHOLD PRODUCTS--2.2%
Clorox Co. (The) ........................................ 8,000 330,800
Dial Corp. (The) ........................................ 10,000 200,200
Kimberly-Clark Corp. .................................... 4,900 303,800
Procter & Gamble Co. (The) .............................. 15,800 1,410,940
------------
2,245,740
------------
HOUSEWARES & SPECIALTIES--0.6%
Fortune Brands, Inc. .................................... 7,200 403,200
Tupperware Corp. ........................................ 12,300 255,717
------------
658,917
------------
INDUSTRIAL CONGLOMERATES--4.1%
3M Co. .................................................. 4,100 504,300
General Electric Co. .................................... 116,900 3,395,945
Tyco International Ltd. ................................. 22,500 303,975
------------
4,204,220
------------
INDUSTRIAL MACHINERY--0.3%
ITT Industries, Inc. .................................... 3,900 275,340
------------
INSURANCE BROKERS--0.3%
Gallagher (Arthur J.) & Co. ............................. 8,000 277,200
------------

SHARES VALUE
-------- -----------

INTEGRATED OIL & GAS--5.7%
ChevronTexaco Corp. ..................................... 13,200 $ 1,168,200
Conoco, Inc. ............................................ 9,200 255,760
Equitable Resources, Inc. ............................... 8,900 305,270
Exxon Mobil Corp. ....................................... 70,600 2,888,952
Occidental Petroleum Corp. .............................. 39,200 1,175,608
------------
5,793,790
------------
INTEGRATED TELECOMMUNICATION SERVICES--3.9%
ALLTEL Corp. ............................................ 12,500 587,500
AT&T Corp. .............................................. 22,600 241,820
BellSouth Corp. ......................................... 32,400 1,020,600
SBC Communications, Inc. ................................ 29,400 896,700
Sprint Corp. (FON Group) ................................ 10,000 106,100
Verizon Communications, Inc. ............................ 27,300 1,096,095
------------
3,948,815
------------
IT CONSULTING & SERVICES--1.1%
Computer Sciences Corp. (b) ............................. 15,400 736,120
Electronic Data Systems Corp. ........................... 10,200 378,930
------------
1,115,050
------------
LIFE & HEALTH INSURANCE--0.9%
Lincoln National Corp. .................................. 16,300 684,600
MetLife, Inc. ........................................... 8,400 241,920
------------
926,520
------------
MANAGED HEALTH CARE--2.8%
CIGNA Corp. ............................................. 5,300 516,326
Oxford Health Plans, Inc. (b) ........................... 13,700 636,502
UnitedHealth Group, Inc. ................................ 10,300 942,965
WellPoint Health Networks, Inc. (b) ..................... 10,200 793,662
------------
2,889,455
------------
MOVIES & ENTERTAINMENT--1.8%
AOL Time Warner, Inc. (b) ............................... 55,200 811,992
Viacom, Inc. Class B (b) ................................ 19,700 874,089
Walt Disney Co. (The) ................................... 10,400 196,560
------------
1,882,641
------------
MULTI-LINE INSURANCE--1.9%
American International Group, Inc. ...................... 29,000 1,978,670
------------
MULTI-UTILITIES & UNREGULATED POWER--0.3%
Energy East Corp. ....................................... 14,600 329,960
------------
NETWORKING EQUIPMENT--1.2%
Cisco Systems, Inc. (b) ................................. 88,400 1,233,180
------------
OFFICE SERVICES & SUPPLIES--0.3%
Pitney Bowes, Inc. ...................................... 7,100 282,012
------------
OIL & GAS EQUIPMENT & SERVICES--0.1%
Schlumberger Ltd. ....................................... 1,900 88,350
------------
OIL & GAS EXPLORATION & PRODUCTION--0.2%
Unocal Corp. ............................................ 4,500 166,230
------------
PACKAGED FOODS AND MEATS--1.8%
ConAgra Foods, Inc. ..................................... 22,800 630,420
Dole Food Co., Inc. ..................................... 6,900 199,065
Fresh Del Monte Produce, Inc. ........................... 13,700 342,500
Kellogg Co. ............................................. 6,700 240,262
McCormick & Co., Inc. ................................... 18,400 473,800
------------
1,886,047
------------
PAPER PRODUCTS--0.4%
Georgia-Pacific Corp. ................................... 6,900 169,602
International Paper Co. ................................. 6,500 283,270
------------
452,872
------------

See Notes to Financial Statements

PHOENIX-OAKHURST GROWTH AND INCOME SERIES

SHARES VALUE
-------- -----------

PHARMACEUTICALS--10.3%
Abbott Laboratories ..................................... 15,900 $ 598,635
Bristol-Myers Squibb Co. ................................ 21,200 544,840
Forest Laboratories, Inc. (b) ........................... 5,200 368,160
Johnson & Johnson ....................................... 41,000 2,142,660
Lilly (Eli) & Co. ....................................... 12,200 688,080
Medicis Pharmaceutical Corp. Class A (b) ................ 5,800 248,008
Merck & Co., Inc. ....................................... 24,100 1,220,424
Mylan Laboratories, Inc. ................................ 19,000 595,650
Pfizer, Inc. ............................................ 70,200 2,457,000
Pharmacia Corp. ......................................... 13,700 513,065
Schering-Plough Corp. ................................... 20,200 496,920
Wyeth ................................................... 13,900 711,680
------------
10,585,122
------------
PROPERTY & CASUALTY INSURANCE--0.6%
MGIC Investment Corp. ................................... 3,100 210,180
PMI Group, Inc. (The) ................................... 6,400 244,480
Radian Group, Inc. ...................................... 4,000 195,400
------------
650,060
------------
RAILROADS--0.5%
Union Pacific Corp. ..................................... 8,100 512,568
------------
SEMICONDUCTOR EQUIPMENT--0.7%
Applied Materials, Inc. (b) ............................. 21,600 410,832
KLA-Tencor Corp. (b) .................................... 4,000 175,960
Lam Research Corp. (b) .................................. 9,100 163,618
------------
750,410
------------
SEMICONDUCTORS--2.3%
Altera Corp. (b) ........................................ 11,200 152,320
Analog Devices, Inc. (b) ................................ 5,000 148,500
Intel Corp. ............................................. 69,500 1,269,765
Micron Technology, Inc. (b) ............................. 5,900 119,298
Texas Instruments, Inc. ................................. 17,900 424,230
Xilinx, Inc. (b) ........................................ 9,300 208,599
------------
2,322,712
------------
SOFT DRINKS--1.6%
Coca-Cola Co. (The) ..................................... 10,100 565,600
Pepsi Bottling Group, Inc. (The) ........................ 6,500 200,200
PepsiCo, Inc. ........................................... 19,100 920,620
------------
1,686,420
------------
SPECIALTY CHEMICALS--0.2%
RPM, Inc. ............................................... 15,200 231,800
------------
SPECIALTY STORES--0.6%
Office Depot, Inc. (b) .................................. 12,800 215,040
Pier 1 Imports, Inc. .................................... 8,200 172,200
Tiffany & Co. ........................................... 3,800 133,760
Zale Corp. (b) .......................................... 2,700 97,875
------------
618,875
------------
SYSTEMS SOFTWARE--4.3%
Adobe Systems, Inc. ..................................... 4,300 122,550
Computer Associates International, Inc. ................. 16,700 265,363
Microsoft Corp. (b) ..................................... 59,100 3,232,770
Oracle Corp. (b) ........................................ 53,400 505,698
VERITAS Software Corp. (b) .............................. 12,800 253,312
------------
4,379,693
------------

SHARES VALUE
-------- -----------

TELECOMMUNICATIONS EQUIPMENT--1.0%
Harris Corp. ............................................ 13,500 $ 489,240
Motorola, Inc. .......................................... 19,500 281,190
QUALCOMM, Inc. (b) ...................................... 7,000 192,430
Scientific-Atlanta, Inc. ................................ 5,400 88,830
------------
1,051,690
------------
TOBACCO--1.4%
Philip Morris Cos., Inc. ................................ 33,100 1,445,808
------------
TOTAL COMMON STOCKS
(Identified cost $108,281,012) ....................................... 98,546,391
------------
FOREIGN COMMON STOCKS--2.0%
AUTO PARTS & EQUIPMENT--0.3%
Magna International, Inc. Class A (Canada) .............. 4,200 289,170
------------
INTEGRATED OIL & GAS--1.0%
Royal Dutch Petroleum Co. NY Registered Shares
(Netherlands) ......................................... 19,600 1,083,292
------------
PACKAGED FOODS AND MEATS--0.6%
Unilever NV NY Registered Shares (Netherlands) .......... 9,300 602,640
------------
TELECOMMUNICATIONS EQUIPMENT--0.1%
Garmin Ltd. (Cayman Islands) (b) ........................ 5,500 121,275
------------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $2,003,218) ......................................... 2,096,377
------------
TOTAL LONG TERM INVESTMENTS--98.2%
(Identified cost $110,284,230) ....................................... 100,642,768
------------

STANDARD PAR
& POOR'S VALUE
RATING (000)
-------- -----

SHORT-TERM OBLIGATIONS--2.0%
COMMERCIAL PAPER--1.0%
Emerson Electric Co. 2%, 7/1/02 .................... A-1 $ 680 679,924
Receivables Capital Corp. 1.90%, 7/1/02 ............ A-1 330 329,965
------------
1,009,889
------------
FEDERAL AGENCY SECURITIES--1.0%
Federal Home Loan Bank 1.73%, 7/11/02 .............. AAA 990 989,429
------------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $1,999,524) ......................................... 1,999,318
------------
TOTAL INVESTMENTS--100.2%
(Identified Cost $112,283,754) ....................................... 102,642,086(a)
Other assets and liabilities, net--(0.2)% ............................ (206,196)
------------
NET ASSETS--100.0% ..................................................... $102,435,890
============

<FN>
(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $9,955,648 and gross depreciation
of $20,380,094 for federal income tax purposes. At June 30, 2002, the aggregate
cost of securities for federal income tax purposes was $113,066,532.
(b) Non-income producing.
</FN>

See Notes to Financial Statements

PHOENIX-OAKHURST GROWTH AND INCOME SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $112,283,754) ...................... $102,642,086
Cash ............................................................................... 226
Receivables
Investment securities sold ....................................................... 293,669
Dividends and interest ........................................................... 154,269
Fund shares sold ................................................................. 16,045
------------
Total assets ................................................................... 103,106,295
------------
LIABILITIES
Payables
Investment securities purchased .................................................. 405,300
Fund shares repurchased .......................................................... 96,460
Printing fee ..................................................................... 69,896
Investment advisory fee .......................................................... 63,902
Professional fee ................................................................. 16,930
Financial agent fee .............................................................. 10,927
Trustees' fee .................................................................... 3,647
Accrued expenses ................................................................... 3,343
------------
Total liabilities .............................................................. 670,405
------------
NET ASSETS ......................................................................... $102,435,890
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $121,562,023
Undistributed net investment income .............................................. 254,969
Accumulated net realized loss .................................................... (9,739,434)
Net unrealized depreciation ...................................................... (9,641,668)
------------
NET ASSETS ......................................................................... $102,435,890
============
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 10,316,051
============
Net asset value and offering price per share ....................................... $9.93
=====

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends ........................................................................ $ 888,495
Interest ......................................................................... 20,675
Foreign taxes withheld ........................................................... (4,370)
------------
Total investment income ........................................................ 904,800
------------
EXPENSES
Investment advisory fee .......................................................... 393,489
Financial agent fee .............................................................. 66,790
Printing ......................................................................... 19,093
Professional ..................................................................... 15,438
Custodian ........................................................................ 10,833
Trustees ......................................................................... 3,386
Miscellaneous .................................................................... 5,085
------------
Total expenses ................................................................. 514,114
Less expenses borne by investment adviser ...................................... (621)
Custodian fees paid indirectly ................................................. (2)
------------
Net expenses ................................................................... 513,491
------------
NET INVESTMENT INCOME .............................................................. 391,309
------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .................................................. (5,566,921)
Net change in unrealized appreciation (depreciation) on investments .............. (9,885,363)
------------
NET LOSS ON INVESTMENTS ............................................................ (15,452,284)
------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ............................... $(15,060,975)
============

See Notes to Financial Statements

PHOENIX-OAKHURST GROWTH AND INCOME SERIES

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
----------- ------------

FROM OPERATIONS
Net investment income (loss) .................................................................. $ 391,309 $ 741,811
Net realized gain (loss) ...................................................................... (5,566,921) (3,857,903)
Net change in unrealized appreciation (depreciation) .......................................... (9,885,363) (6,712,958)
----------- ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................................... (15,060,975) (9,829,050)
----------- ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ......................................................................... (308,775) (580,441)
Net realized long-term gains .................................................................. -- (265,628)
----------- ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ..................................... (308,775) (846,069)
----------- ------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (1,517,862 and 3,808,993 shares, respectively) .................. 16,718,691 44,476,346
Net asset value of shares issued from reinvestment of distributions (31,116 and 71,582 shares,
respectively) ............................................................................... 308,775 846,069
Cost of shares repurchased (1,368,603 and 2,726,595 shares, respectively) ..................... (14,962,245) (31,396,116)
----------- ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ..................................... 2,065,221 13,926,299
----------- ------------
NET INCREASE (DECREASE) IN NET ASSETS ......................................................... (13,304,529) 3,251,180
NET ASSETS
Beginning of period ........................................................................... 115,740,419 112,489,239
----------- ------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $254,969 AND $172,435,
RESPECTIVELY) ............................................................................... $102,435,890 $115,740,419
============ ============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS YEAR ENDED FROM
ENDED DECEMBER 31, INCEPTION
6/30/02 ---------------------------- 3/2/98 TO
(UNAUDITED) 2001 2000 1999 12/31/98
----------- ------ ------ ------ --------

Net asset value, beginning of period ................................. $11.42 $12.52 $13.53 $11.99 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ....................................... 0.03 0.08 0.07 0.07 0.05
Net realized and unrealized gain (loss) ............................ (1.49) (1.09) (0.96) 1.97 1.99
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ................................. (1.46) (1.01) (0.89) 2.04 2.04
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ............................... (0.03) (0.06) (0.07) (0.07) (0.05)
Distributions from net realized gains .............................. -- (0.03) (0.05) (0.16) --
Tax return of capital .............................................. -- -- -- (0.27) --
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS .............................................. (0.03) (0.09) (0.12) (0.50) (0.05)
------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE ............................................ (1.49) (1.10) (1.01) 1.54 1.99
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD ....................................... $ 9.93 $11.42 $12.52 $13.53 $11.99
====== ====== ====== ====== ======
Total return ......................................................... (12.78)%(2) (8.17)% (6.61)% 17.00% 20.45%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ................................ $102,436 $115,740 $112,489 $101,834 $41,860
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (3) ............................................. 0.91%(1)(4) 0.85%(4) 0.85% 0.85% 0.85%(1)
Net investment income .............................................. 0.70%(1) 0.65% 0.54% 0.71% 1.02%(1)
Portfolio turnover ................................................... 21%(2) 29% 53% 52% 81%(2)

<FN>
(1) Annualized.
(2) Not annualized.
(3)Ifthe investment adviser had not waived fees and reimbursed expenses, the ratio of operating expenses to average net assets
would have been 0.91%, 0.93%, 0.94%, 1 .01% and 1.46% for the periods ended June 30, 2002, December 31, 2001, 2000, 1999 and
1998, respectively.
(4)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.
</FN>

See Notes to Financial Statements

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
-------- ------- ------------

U.S. GOVERNMENT SECURITIES--4.3%
U.S. TREASURY BONDS--0.4%
U.S. Treasury Bonds 6.125%, 8/15/29 ............ AAA $ 400 $ 424,823
U.S. Treasury Bonds 5.375%, 2/15/31 ............ AAA 2,000 1,958,438
------------
2,383,261
------------
U.S. TREASURY NOTES--3.9%
U.S. Treasury Notes 2.75%, 10/31/03 ............ AAA 3,539 3,558,875
U.S. Treasury Notes 4.75%, 2/15/04 ............. AAA 1,200 1,241,386
U.S. Treasury Notes 5.25%, 5/15/04 ............. AAA 840 877,955
U.S. Treasury Notes 4.625%, 5/15/06 ............ AAA 9,375 9,656,250
U.S. Treasury Notes 3.50%, 11/15/06 ............ AAA 1,550 1,522,391
U.S. Treasury Notes 4.75%, 11/15/08 ............ AAA 3,000 3,054,885
U.S. Treasury Notes 6%, 8/15/09 ................ AAA 160 173,806
U.S. Treasury Notes 5.75%, 8/15/10 ............. AAA 260 278,119
------------
20,363,667
------------
TOTAL U.S. GOVERNMENT SECURITIES
(Identified cost $22,170,214) .......................................... 22,746,928
------------
AGENCY MORTGAGE-BACKED SECURITIES--2.8%
Fannie Mae 6.50%, 10/1/31 ...................... AAA 472 480,708
GNMA 6.50%, '23-'32 ............................ AAA 13,832 14,169,784
------------
TOTAL AGENCY MORTGAGE-BACKED SECURITIES
(Identified cost $14,360,341) .......................................... 14,650,492
------------
AGENCY NON MORTGAGE-BACKED SECURITIES--0.9%
Fannie Mae 6.50%, 8/15/04 ...................... Aaa(c) 449 479,315
Fannie Mae 6.625%, 9/15/09 ..................... Aaa(c) 2,855 3,127,921
FHLB 4.125%, 1/14/05 ........................... AAA 1,250 1,270,630
------------
TOTAL AGENCY NON MORTGAGE-BACKED SECURITIES
(Identified cost $4,547,600) ........................................... 4,877,866
------------
MUNICIPAL BONDS--5.6%
CALIFORNIA--1.6%
Alameda Corridor Transportation Authority
Revenue Taxable Series C 6.60%,
10/1/29 ...................................... AAA 1,000 1,030,890
Fresno County Pension Obligation Revenue
Taxable 6.21%, 8/15/06 ....................... AAA 255 271,060
Fresno Pension Obligation Taxable 7.80%,
6/1/14 ....................................... AAA 1,000 1,181,030
Kern County Pension Obligation Revenue
Taxable 7.26%, 8/15/14 ....................... AAA 420 469,417
Long Beach Pension Obligation Taxable
6.87%, 9/1/06 ................................ AAA 230 250,336
Pasadena Pension Funding Revenue Taxable
Series A 7.10%, 5/15/10 ...................... AAA 1,500 1,667,970
San Bernardino County Pension Obligation
Revenue Taxable 6.87%, 8/1/08 ................ AAA 520 575,702
Sonoma County Pension Obligation Revenue
Taxable 6.625%, 6/1/13 ....................... AAA 1,420 1,530,377
Ventura County Pension Obligation Revenue
Taxable 6.54%, 11/1/05 ....................... AAA 1,235 1,337,357
------------
8,314,139
------------
FLORIDA--1.6%
Miami Beach Special Obligation Revenue
Taxable 8.60%, 9/1/21 ........................ AAA 4,085 4,455,183
Tampa Solid Waste System Revenue Taxable
Series A 6.33%, 10/1/06 ...................... AAA 2,860 2,984,210
University of Miami Exchangeable Revenue
Taxable Series A 7.65%, 4/1/20 (e) ........... AAA 810 858,138
------------
8,297,531
------------

STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
-------- ------- ------------

NEW JERSEY--0.2%
New Jersey Sports & Exposition Authority
Revenue Taxable Series A 6.75%, 3/1/10 ....... AAA $ 1,000 $ 1,084,460
------------
NEW YORK--0.7%
New York State Dormitory Authority Pension
Obligation Revenue Taxable 6.90%,
4/1/03 ....................................... AA- 1,375 1,413,899
New York State Environmental Facilities
Corp. 6.70%, 3/15/08 ......................... AAA 795 867,901
New York State Taxable Series C 6.35%,
3/1/07 ....................................... AAA 1,500 1,595,430
------------
3,877,230
------------
OREGON--0.1%
Multnomah County Pension Obligation
Revenue Taxable 7.20%, 6/1/10 ................ Aaa(c) 100 111,208
Portland Pension Obligation Taxable
Series C 7.32%, 6/1/08 ....................... Aaa(c) 555 619,674
------------
730,882
------------
PENNSYLVANIA--0.7%
Philadelphia Authority For Industrial
Development Pension Funding Retirement
Systems Revenue Taxable Series A
5.79%, 4/15/09 ............................... AAA 2,400 2,483,568
Pittsburgh Pension Obligation Taxable
Series C 6.50%, 3/1/17 ....................... AAA 1,250 1,294,738
------------
3,778,306
------------
TEXAS--0.7%
Dallas-Fort Worth International Airport
Revenue Taxable 6.40%, 11/1/07 ............... AAA 1,000 1,074,280
Texas Water Resources Finance Authority
Revenue 6.62%, 8/15/10 ....................... AAA 2,265 2,438,839
------------
3,513,119
------------
TOTAL MUNICIPAL BONDS
(Identified cost $27,776,459) .......................................... 29,595,667
------------
ASSET-BACKED SECURITIES--2.9%
AESOP Funding II LLC 98-1A 6.14%,
5/20/06 ...................................... AAA 1,410 1,455,270
American Business Financial Services
4.76%, 6/15/21 ............................... AAA 1,000 1,005,364
ANRC Auto Owner Trust 01-A, A4 4.32%,
6/16/08 ...................................... AAA 3,200 3,258,912
CPL Transition Funding LLC 02-1, A4
5.96%, 7/15/13 ............................... AAA 2,100 2,163,985
Green Tree Financial Corp. 96-7, M1
7.70%, 10/15/27 .............................. AA- 1,000 986,067
Irwin Home Equity 01-2, 2A4 5.68%,
2/25/07 ...................................... AAA 2,250 2,297,109
WFS Financial Owner Trust 00-D, A3
6.83%, 7/20/03 ............................... AAA 2,793 2,857,526
World Omni Auto Receivables Trust 02-A,
A4 W.I. 4.05%, 7/15/09 ....................... AAA 1,250 1,251,172
------------
TOTAL ASSET-BACKED SECURITIES
(Identified cost $15,065,425) .......................................... 15,275,405
------------
CORPORATE BONDS--5.4%

AGRICULTURAL PRODUCTS--0.2%
Corn Products International, Inc. W.I.
8.25%, 7/15/07 ............................... BBB- 1,000 989,920
------------

See Notes to Financial Statements

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES

STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
-------- ------- ------------

AIRLINES--0.3%
Northwest Airlines Corp. 00-1 8.072%,
10/1/19 ...................................... AAA $ 1,437 $ 1,515,627
------------
BANKS--0.2%
U.S. Bank of Minnesota N.A. 6.30%,
7/15/08 ...................................... A 500 529,141
Wachovia Corp. 5.625%, 12/15/08 ................ A- 500 505,336
------------
1,034,477
------------
BROADCASTING & CABLE TV--0.6%
Comcast Cable Communications, Inc. .............
7.125%, 6/15/13 .............................. BBB 1,500 1,351,820
Cox Communications, Inc. 7.75%, 11/1/10 ........ BBB 1,750 1,664,488
CSC Holdings, Inc. 7.625%, 7/15/18 ............. BB+ 500 366,863
------------
3,383,171
------------
BUILDING PRODUCTS--0.1%
Nortek, Inc. Series B 8.875%, 8/1/08 ........... B+ 700 707,000
------------
CASINOS & GAMING--0.3%
Harrahs Operating Co., Inc. 7.50%,
1/15/09 ...................................... BBB- 250 263,878
MGM Mirage, Inc. 9.75%, 6/1/07 ................. BB+ 500 527,500
Park Place Entertainment 9.375%, 2/15/07 ....... BB+ 500 523,750
------------
1,315,128
------------
CONSTRUCTION, FARM MACHINERY & HEAVY TRUCKS--0.1%
Cummins Engine, Inc. 6.45%, 3/1/05 ............. BBB- 360 366,416
------------
CONSUMER FINANCE--0.1%
Household Finance Corp. 6.75%, 5/15/11 ......... A 500 497,000
------------
DIVERSIFIED FINANCIAL SERVICES--0.7%
Erac USA Finance Co. 144A 7.35%,
6/15/08 (d) .................................. BBB+ 300 318,990
General Electric Capital Corp. Series MTNA
6%, 6/15/12 .................................. AAA 1,085 1,079,854
Pemex Master Trust 144A 7.875%, 2/1/09 (d) ..... BBB- 500 500,000
Pemex Project Funding Master Trust
9.125%, 10/13/10 ............................. BBB- 500 525,000
Stilwell Financial, Inc. W.I. 7.75%, 6/15/09 ... A- 1,250 1,232,850
------------
3,656,694
------------
ENVIRONMENTAL SERVICES--0.2%
Allied Waste Industries 7.875%, 3/15/05 ........ BB- 1,000 981,952
------------
GAS UTILITIES--0.3%
Amerigas Partners/Eagle Finance 8.875%,
5/20/11 ...................................... BB+ 1,250 1,306,250
------------
HEALTH CARE DISTRIBUTORS & SERVICES--0.2%
AmerisourceBergen Corp. 8.125%, 9/1/08 ......... BB- 1,060 1,099,750
------------
HEALTH CARE FACILITIES--0.5%
HCR Manor Care 7.50%, 6/15/06 .................. BBB 1,500 1,550,707
HEALTHSOUTH Corp. 10.75%, 10/1/08 .............. BB+ 750 832,500
------------
2,383,207
------------
HOMEBUILDING--0.2%
Lennar Corp. 7.625%, 3/1/09 .................... BB+ 1,000 1,020,000
------------
INDUSTRIAL MACHINERY--0.4%
ITW Cupids Financial Trust I 144A 6.55%,
12/31/11 (d) ................................. AA- 2,000 2,053,250
------------
INSURANCE BROKERS--0.1%
Willis Corroon Corp. 9%, 2/1/09 ................ B+ 675 698,625
------------
INTEGRATED OIL & GAS--0.0%
Conoco Funding Co. 5.45%, 10/15/06 ............. BBB+ 250 250,000
------------

STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
-------- ------- ------------

INTEGRATED TELECOMMUNICATION SERVICES--0.1%
CenturyTel Enterprises, Inc. Series F 6.30%,
1/15/08 ...................................... BBB+ $ 500 $ 479,237
------------
MARINE--0.0%
Teekay Shipping Corp. 8.32%, 2/1/08 ............ BB+ 230 241,500
------------
OIL & GAS EXPLORATION & PRODUCTION--0.1%
Chesapeake Energy Corp. 8.375%, 11/1/08 ........ B+ 380 381,900
------------
PACKAGED FOODS AND MEATS--0.2%
Land O Lakes, Inc. 144A 8.75%, 11/15/11 (d) .... BB 1,000 935,000
------------
PUBLISHING & PRINTING--0.1%
Hollinger International Publishing, Inc.
9.25%, 3/15/07 ............................... B+ 625 646,875
------------
RAILROADS--0.1%
Union Pacific Corp. 6.50%, 4/15/12 ............. BBB 500 522,384
------------
STEEL--0.3%
Allegheny Technologies, Inc. 8.375%,
12/15/11 ..................................... BBB+ 1,300 1,353,014
------------
WIRELESS TELECOMMUNICATION SERVICES--0.0%
AT &T Wireless Services, Inc. 7.35%,
3/1/06 ....................................... BBB 250 207,500
------------
TOTAL CORPORATE BONDS
(Identified cost $27,888,837) .......................................... 28,025,877
------------
NON-AGENCY MORTGAGE-BACKED SECURITIES--9.9%
Advanta Mortgage Loan Trust 00-2, A3
7.76%, 5/25/18 ............................... AAA 875 903,984
CS First Boston Mortgage Securities Corp.
97-C2, A3 6.55%, 11/17/07 .................... AAA 4,200 4,484,298
CS First Boston Mortgage Securities Corp.
97-C2, B 6.72%, 11/17/07 ..................... Aa(c) 2,000 2,137,050
DLJ Commercial Mortgage Corp. 98-CF2,
A1B 6.24%, 11/12/31 .......................... Aaa(c) 6,650 7,006,892
DLJ Mortgage Acceptance Corp. 96-CF1,
A1B 7.58%, 2/12/06 ........................... AAA 1,400 1,449,298
First Horizon Asset Securities, Inc. 01-5,
A3 6.75%, 8/25/31 ............................ AAA 1,000 1,023,906
First Union - Lehman Brothers Commercial
Mortgage 97-C1, B 7.43%, 4/18/07 ............. Aa(c) 1,780 1,942,606
First Union Commercial Mortgage Trust
99-C1, A2 6.07%, 10/15/08 .................... AAA 5,000 5,215,625
G.E. Capital Mortgage Services, Inc. 96-8,
1M 7.25%, 5/25/26 ............................ AA 379 390,740
GMAC Commercial Mortgage Securities, Inc.
97-C2, A3 6.566%, 11/15/07 ................... Aaa(c) 1,250 1,304,829
JP Morgan Chase Commercial Mortgage
Securities Corp. 01-CIBC, A3 6.26%,
3/15/33 ...................................... AAA 4,060 4,228,084
Lehman Brothers Commercial Conduit
Mortgage Trust 98-C4, A1B 6.21%,
10/15/08 ..................................... AAA 6,500 6,808,949
Lehman Brothers Commercial Conduit
Mortgage Trust 99-C2, A2 7.325%,
9/15/09 ...................................... Aaa(c) 1,840 2,026,901
Lehman Large Loan 97-LLI, B 6.95%,
3/12/07 ...................................... AA+ 1,470 1,590,971
Nationslink Funding Corp. 96-1, B 7.69%,
12/20/05 ..................................... AAA 900 943,875
Prudential Home Mortgage Securities 94-A,
3B3 6.762%, 4/28/24 (e) ...................... AAA(c) 1,048 1,078,493
Residential Funding Mortgage Securities I
96-S1, A11 7.10%, 1/25/26 .................... AAA 1,427 1,453,727
Residential Funding Mortgage Securities I
96-S4, M1 7.25%, 2/25/26 ..................... AAA 973 999,092

See Notes to Financial Statements

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES

STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
-------- ------- ------------

NON-AGENCY MORTGAGE-BACKED SECURITIES--CONTINUED
Residential Funding Mortgage Securities I
96-S8, A4 6.75%, 3/25/11 ..................... AAA $ 414 $ 427,077
Securitized Asset Sales, Inc. 93-J, 2B
6.788%, 11/28/23 (e) ......................... AAA(c) 574 575,379
Washington Mutual Bank 99-WM3, 2A5
7.50%, 11/19/29 .............................. Aaa(c) 5,350 5,695,420
------------
TOTAL NON-AGENCY MORTGAGE-BACKED SECURITIES
(Identified cost $48,651,539) .......................................... 51,687,196
------------
FOREIGN GOVERNMENT SECURITIES--6.2%
BULGARIA--0.2%
Republic of Bulgaria IAB PDI 2.813%,
7/28/11 (e) .................................. BB- 980 872,200
------------
CHILE--0.4%
Republic of Chile 7.125%, 1/11/12 .............. A- 1,950 1,970,730
------------
COLOMBIA--0.2%
Republic of Colombia 9.75%, 4/9/11 ............. BBB 937 960,651
------------
COSTA RICA--0.4%
Republic of Costa Rica 144A 9.335%,
5/15/09 (d) .................................. BB 1,755 1,904,175
------------
EL SALVADOR--0.1%
Republic of El Salvador 144A 9.50%,
8/15/06 (d) .................................. BB+ 675 754,734
------------
GUATEMALA--0.1%
Republic of Guatemala 144A 10.25%,
11/8/11 (d) .................................. BB 750 855,000
------------
MEXICO--3.3%
United Mexican States 8.375%, 1/14/11 .......... BBB- 1,000 1,037,500
United Mexican States 7.50%, 1/14/12 ........... BBB- 8,500 8,402,250
United Mexican States 8.125%, 12/30/19 ......... BBB- 6,000 5,844,000
United Mexican States Series MTN 8.30%,
8/15/31 ...................................... BBB- 2,000 1,945,000
------------
17,228,750
------------
POLAND--1.4%
Republic of Poland Series PDIB 6%,
10/27/14 (e) ................................. BBB+ 7,605 7,652,330
------------
RUSSIA--0.1%
Russian Federation RegS 5%, 3/31/30 (e) ........ B+ 500 348,125
------------
TOTAL FOREIGN GOVERNMENT SECURITIES
(Identified cost $31,928,586) .......................................... 32,546,695
------------
FOREIGN CORPORATE BONDS--1.2%

CANADA--0.2%
Bowater Canada Finance 7.95%, 11/15/11 ......... BBB 1,250 1,289,309
------------
CAYMAN ISLANDS--0.2%
Petrobras International Finance 9.75%,
7/6/11 ....................................... Baa(c) 1,250 975,000
Triton Energy Ltd. 8.875%, 10/1/07 ............. BBB 250 275,000
------------
1,250,000
------------
CHILE--0.2%
Empresa Nacional de Electricidad SA
Series B 8.50%, 4/1/09 ....................... BBB+ 260 247,858
Petropower I Funding Trust 144A 7.36%,
2/15/14 (d) .................................. BBB 711 642,977
------------
890,835
------------
NETHERLANDS--0.4%
HSBC Capital Funding LP 144A 9.547%,
12/31/49 (d),(e) ............................. A- 1,650 1,940,954
------------

STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
-------- ------- ------------

TUNISIA--0.2%
Banque Centrale de Tunisie 7.375%,
4/25/12 ...................................... BBB $ 1,000 $ 965,000
------------
TOTAL FOREIGN CORPORATE BONDS
(Identified cost $6,391,285) ........................................... 6,336,098
------------
TARGETED RETURN INDEX SECURITIES--0.8%
Lehman Brothers Targeted Return Index
Securities Trust Series 5-02 144A
5.882%, 1/25/07 (d),(e) ...................... Baa(c) 1,374 1,388,688
Lehman Brothers Targeted Return Index
Securities Trust Series 10-02 144A
6.835%, 1/15/12 (d),(e) ...................... A(c) 2,736 2,808,066
------------
TOTAL TARGETED RETURN INDEX SECURITIES
(Identified cost $4,191,488) ........................................... 4,196,754
------------

SHARES
-------

COMMON STOCKS--56.1%
ADVERTISING--0.9%
Lamar Advertising Co. (b) ................................... 122,500 4,558,225
------------
AEROSPACE & DEFENSE--2.4%
General Dynamics Corp. ...................................... 64,500 6,859,575
Northrop Grumman Corp. ...................................... 23,800 2,975,000
United Technologies Corp. ................................... 43,700 2,967,230
------------
12,801,805
------------
AIR FREIGHT & COURIERS--1.5%
FedEx Corp. ................................................. 67,400 3,599,160
United Parcel Service, Inc. Class B ......................... 66,600 4,112,550
------------
7,711,710
------------
BANKS--4.6%
Bank of America Corp. ....................................... 132,200 9,301,592
Bank of New York Co., Inc. (The) ............................ 79,400 2,679,750
FleetBoston Financial Corp. ................................. 36,400 1,177,540
U.S. Bancorp ................................................ 149,900 3,500,165
Wells Fargo & Co. ........................................... 152,800 7,649,168
------------
24,308,215
------------
BROADCASTING & CABLE TV--1.2%
Clear Channel Communications, Inc. (b) ...................... 138,200 4,425,164
Liberty Media Corp. Class A (b) ............................. 159,300 1,593,000
------------
6,018,164
------------
COMPUTER HARDWARE--1.0%
International Business Machines Corp. ....................... 72,700 5,234,400
------------
DATA PROCESSING SERVICES--1.7%
BISYS Group, Inc. (The) (b) ................................. 132,700 4,418,910
Fiserv, Inc. (b) ............................................ 120,700 4,430,897
------------
8,849,807
------------
DIVERSIFIED CHEMICALS--0.6%
Dow Chemical Co. (The) ...................................... 94,900 3,262,662
------------
DIVERSIFIED COMMERCIAL SERVICES--0.8%
Cendant Corp. (b) ........................................... 274,400 4,357,472
------------
DIVERSIFIED FINANCIAL SERVICES--3.9%
Citigroup, Inc. ............................................. 165,200 6,401,500
Freddie Mac ................................................. 52,600 3,219,120
J.P. Morgan Chase & Co. ..................................... 99,000 3,358,080
Morgan Stanley .............................................. 140,500 6,052,740
Stilwell Financial, Inc. .................................... 69,800 1,270,360
------------
20,301,800
------------

See Notes to Financial Statements

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES

SHARES VALUE
------- ------------

ELECTRICAL COMPONENTS & EQUIPMENT--0.5%
Emerson Electric Co. ........................................ 52,500 $ 2,809,275
------------
ELECTRONIC EQUIPMENT & INSTRUMENTS--0.6%
Tech Data Corp. (b) ......................................... 88,700 3,357,295
------------
GENERAL MERCHANDISE STORES--1.2%
Wal-Mart Stores, Inc. ....................................... 117,400 6,458,174
------------
HEALTH CARE DISTRIBUTORS & SERVICES--3.1%
Cardinal Health, Inc. ....................................... 57,025 3,501,905
McKesson Corp. .............................................. 270,200 8,835,540
Omnicare, Inc. .............................................. 153,900 4,041,414
------------
16,378,859
------------
HEALTH CARE EQUIPMENT--0.9%
Bard (C.R.), Inc. ........................................... 48,500 2,744,130
Beckman Coulter, Inc. ....................................... 37,800 1,886,220
------------
4,630,350
------------
HEALTH CARE FACILITIES--1.5%
HCA, Inc. ................................................... 47,600 2,261,000
HEALTHSOUTH Corp. (b) ....................................... 205,700 2,630,903
Manor Care, Inc. (b) ........................................ 119,900 2,757,700
------------
7,649,603
------------
INDUSTRIAL CONGLOMERATES--1.4%
General Electric Co. ........................................ 260,900 7,579,145
------------
INDUSTRIAL MACHINERY--0.6%
Ingersoll-Rand Co. Class A .................................. 66,900 3,054,654
------------
INTEGRATED OIL & GAS--4.1%
ChevronTexaco Corp. ......................................... 110,400 9,770,400
Conoco, Inc. ................................................ 74,900 2,082,220
Exxon Mobil Corp. ........................................... 157,200 6,432,624
Phillips Petroleum Co. ...................................... 55,000 3,238,400
------------
21,523,644
------------
INTEGRATED TELECOMMUNICATION SERVICES--2.6%
BellSouth Corp. ............................................. 110,300 3,474,450
SBC Communications, Inc. .................................... 177,400 5,410,700
Verizon Communications, Inc. ................................ 121,200 4,866,180
------------
13,751,330
------------
MANAGED HEALTH CARE--0.4%
Caremark Rx, Inc. (b) ....................................... 130,800 2,158,200
------------
MOVIES & ENTERTAINMENT--1.7%
AOL Time Warner, Inc. (b) ................................... 186,900 2,749,299
Viacom, Inc. Class B (b) .................................... 136,800 6,069,816
------------
8,819,115
------------
MULTI-LINE INSURANCE--1.8%
American International Group, Inc. .......................... 136,000 9,279,280
------------
NETWORKING EQUIPMENT--0.9%
Cisco Systems, Inc. (b) ..................................... 328,800 4,586,760
------------
OFFICE SERVICES & SUPPLIES--0.3%
Miller (Herman), Inc. ....................................... 80,200 1,628,060
------------
OIL & GAS DRILLING--0.1%
Transocean, Inc. ............................................ 24,800 772,520
------------
OIL & GAS EQUIPMENT & SERVICES--0.4%
Baker Hughes, Inc. .......................................... 34,600 1,151,834
Schlumberger Ltd. ........................................... 20,100 934,650
------------
2,086,484
------------

SHARES VALUE
------- ------------

OIL & GAS EXPLORATION & PRODUCTION--1.3%
Anadarko Petroleum Corp. .................................... 48,900 $ 2,410,770
Devon Energy Corp. .......................................... 84,300 4,154,304
------------
6,565,074
------------
PACKAGED FOODS AND MEATS--0.4%
Dean Foods Co. (b) .......................................... 52,400 1,954,520
------------
PAPER PRODUCTS--0.4%
International Paper Co. ..................................... 49,500 2,157,210
------------
PHARMACEUTICALS--3.0%
Johnson & Johnson ........................................... 103,300 5,398,458
King Pharmaceuticals, Inc. (b) .............................. 71,699 1,595,303
Pfizer, Inc. ................................................ 247,300 8,655,500
------------
15,649,261
------------
SEMICONDUCTOR EQUIPMENT--1.6%
Applied Materials, Inc. (b) ................................. 164,000 3,119,280
Lam Research Corp. (b) ...................................... 156,300 2,810,274
Novellus Systems, Inc. (b) .................................. 28,200 958,800
Teradyne, Inc. (b) .......................................... 52,900 1,243,150
------------
8,131,504
------------
SEMICONDUCTORS--1.3%
Altera Corp. (b) ............................................ 139,100 1,891,760
Fairchild Semiconductor Corp. Class A (b) ................... 100,200 2,434,860
Intel Corp. ................................................. 69,000 1,260,630
Micron Technology, Inc. (b) ................................. 61,500 1,243,530
------------
6,830,780
------------
SOFT DRINKS--3.5%
Coca-Cola Co. (The) ......................................... 212,600 11,905,600
PepsiCo, Inc. ............................................... 131,900 6,357,580
------------
18,263,180
------------
SYSTEMS SOFTWARE--2.5%
Microsoft Corp. (b) ......................................... 236,800 12,952,960
------------
TELECOMMUNICATIONS EQUIPMENT--0.5%
Harris Corp. ................................................ 73,600 2,667,264
------------
EXCHANGE TRADED FUNDS--0.9%
SPDR Trust Series I ......................................... 45,300 4,482,888
------------
TOTAL COMMON STOCKS
(Identified cost $275,701,416) ......................................... 293,581,649
------------
FOREIGN COMMON STOCKS--0.4%

TELECOMMUNICATIONS EQUIPMENT--0.4%
Nokia Oyj ADR (Finland) ..................................... 140,700 2,037,336
------------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $3,155,687) ........................................... 2,037,336
------------
TOTAL LONG TERM INVESTMENTS--96.5%
(Identified cost $481,828,877) ......................................... 505,557,963
------------

See Notes to Financial Statements

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES

STANDARD PAR
& POOR'S VALUE
RATING (000) VALUE
-------- ------- ------------

SHORT-TERM OBLIGATIONS--3.8%
COMMERCIAL PAPER--3.6%
Receivables Capital Corp. 1.90%, 7/1/02 ........ A-1+ $ 3,000 $ 3,000,000
Harley-Davidson Funding Corp. 1.77%,
7/9/02 ....................................... A-1 4,000 3,998,426
Enterprise Funding Corp. 1.83%, 7/10/02 ........ A-1+ 1,000 999,543
Special Purpose Accounts Receivable
Cooperative Corp. 1.83%, 7/11/02 ............. A-1 2,500 2,498,729
Receivables Capital Corp. 1.80%, 7/16/02 ....... A-1+ 1,500 1,498,875
Donnelley (R.R.) & Sons 1.75%, 7/18/02 ......... A-1 2,035 2,033,319
SBC Communications Inc. 1.77%, 7/23/02 ......... A-1+ 2,580 2,577,210
Special Purpose Accounts Receivables
Cooperative Corp. 1.83%, 8/27/02 ............. A-1 2,000 1,994,434
------------
18,600,536
------------
FEDERAL AGENCY SECURITIES--0.2%
Fannie Mae Discount Note 1.80%, 7/3/02 ......... AAA 1,130 1,129,887
Fannie Mae Discount Note 1.76%, 7/11/02 ........ AAA 110 109,945
------------
1,239,832
------------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $19,841,192) .......................................... 19,840,368
------------
TOTAL INVESTMENTS--100.3%
(Identified Cost $501,670,069) ......................................... 525,398,331(a)
Other assets and liabilities, net--(0.3)% .............................. (1,618,320)
------------
NET ASSETS--100.0% ....................................................... $523,780,011
============

<FN>
(a) Federal Income Tax Information: Net unrealized appreciation of investment securities
is comprised of gross appreciation of $52,402,377 and gross depreciation of
$29,086,430 for federal income tax purposes. At June 30, 2002, the aggregate cost of
securities for federal income tax purposes was $502,082,384.
(b) Non-income producing.
(c) As rated by Moody's or Fitch.
(d) Security exempt from registration under Rule 144A of the Securities Act of 1933.
These securities may be resold in transactions exempt from registration, normally to
qualified institutional buyers. At June 30, 2002, these securities amounted to a
value of $14,101,834 or 2.7% of net assets.
(e) Variable or step coupon security; interest rate shown reflects the rate currently in
effect.
</FN>

See Notes to Financial Statements

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $501,670,069) ...................... $525,398,331
Cash ............................................................................... 51,070
Receivables
Investment securities sold ....................................................... 6,431,205
Interest and dividends ........................................................... 2,988,305
Fund shares sold ................................................................. 127,477
------------
Total assets ................................................................... 534,996,388
------------
LIABILITIES
Payables
Investment securities purchased .................................................. 10,411,971
Fund shares repurchased .......................................................... 283,375
Investment advisory fee .......................................................... 251,728
Financial agent fee .............................................................. 29,385
Trustees' fee .................................................................... 4,224
Accrued expenses ................................................................... 235,694
------------
Total liabilities .............................................................. 11,216,377
------------
NET ASSETS ......................................................................... $523,780,011
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $510,400,673
Undistributed net investment income .............................................. 366,844
Accumulated net realized loss .................................................... (10,715,768)
Net unrealized appreciation ...................................................... 23,728,262
------------
NET ASSETS ......................................................................... $523,780,011
============
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 41,400,948
============
Net asset value and offering price per share ....................................... $12.65
======

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Interest ......................................................................... $ 5,962,656
Dividends ........................................................................ 1,418,150
Foreign taxes withheld ........................................................... (2,934)
------------
Total investment income ........................................................ 7,377,872
------------
EXPENSES
Investment advisory fee .......................................................... 1,290,951
Financial agent fee .............................................................. 157,443
Custodian ........................................................................ 43,706
Printing ......................................................................... 43,522
Professional ..................................................................... 15,950
Trustees ......................................................................... 3,495
Miscellaneous .................................................................... 17,993
------------
Total expenses ................................................................. 1,573,060
Custodian fees paid indirectly ................................................. (614)
------------
Net expenses ................................................................... 1,572,446
------------
NET INVESTMENT INCOME .............................................................. 5,805,426
------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .................................................. (4,081,110)
Net change in unrealized appreciation (depreciation) on investments .............. (43,673,407)
------------
NET LOSS ON INVESTMENTS ............................................................ (47,754,517)
------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ............................... $(41,949,091)
============

See Notes to Financial Statements

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
------------ ------------

FROM OPERATIONS
Net investment income (loss) ................................................................ $ 5,805,426 $ 10,007,330
Net realized gain (loss) .................................................................... (4,081,110) (2,464,632)
Net change in unrealized appreciation (depreciation) ........................................ (43,673,407) (1,068,355)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONs ................................. (41,949,091) 6,474,343
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ....................................................................... (6,244,861) (9,798,013)
Net realized short-term gains ............................................................... -- (2,336,653)
Net realized long-term gains ................................................................ -- (4,043,514)
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ................................... (6,244,861) (16,178,180)
------------ ------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (1,826,994 and 2,160,117 shares, respectively) ................ 24,551,669 30,160,519
Net asset value of shares issued in conjunction with Plan of Reorganization
(17,438,879 and 0 shares, respectively) (See Note 8) ...................................... 236,890,944 --
Net asset value of shares issued from reinvestment of distributions
(478,613 and 1,176,732 shares, respectively) .............................................. 6,244,861 16,178,180
Cost of shares repurchased (5,279,408 and 5,455,567 shares, respectively) ................... (70,530,346) (75,830,661)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ................................... 197,157,128 (29,491,962)
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS ....................................................... 148,963,176 (39,195,799)
NET ASSETS
Beginning of period ......................................................................... 374,816,835 414,012,634
------------ ------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $366,844 AND $806,279,
RESPECTIVELY) ............................................................................. $523,780,011 $374,816,835
============ ============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
6/30/02 -------------------------------------------------
(UNAUDITED) 2001(3) 2000 1999 1998 1997
----------- ------- ------ ------ ------ ------

Net asset value, beginning of period .................. $13.92 $14.25 $16.18 $15.65 $14.12 $13.65
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ........................ 0.17 0.36(1) 0.44 0.36 0.29 0.32
Net realized and unrealized gain (loss) ............. (1.25) (0.11) (0.33) 1.36 2.57 2.46
------ ------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS .................. (1.08) 0.25 0.11 1.72 2.86 2.78
------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ................ (0.19) (0.35) (0.43) (0.36) (0.28) (0.33)
Distributions from net realized gains ............... -- (0.23) (1.61) (0.83) (1.05) (1.98)
------ ------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS ............................... (0.19) (0.58) (2.04) (1.19) (1.33) (2.31)
------ ------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE ............................. (1.27) (0.33) (1.93) 0.53 1.53 0.47
------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD ........................ $12.65 $13.92 $14.25 $16.18 $15.65 $14.12
====== ====== ====== ====== ====== ======
Total return .......................................... (7.78)%(5) 1.87% 0.58% 11.26% 20.79% 20.73%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ................. $523,780 $374,817 $414,013 $476,709 $480,897 $429,002
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses .................................. 0.70%(2)(4) 0.71%(2) 0.70% 0.70% 0.68% 0.71%
Net investment income ............................... 2.59%(4) 2.56% 2.65% 2.21% 1.97% 2.09%
Portfolio turnover .................................... 38%(5) 44% 60% 65% 139% 368%

<FN>
(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) As required, effective January 1, 2001, the Fund adopted the provisions of AICPA Audit and Accounting Guide for
Investment Companies and began amortizing premium on debt securities and including paydown gains and losses in interest
income. The effect of this change for the year ended December 31, 2001 to decrease the ratio of net investment income
to average net assets from 2.60% to 2.56%. There was no effect to net investment income per share and net realized and
unrealized gain (loss) per share. Per share ratios and supplemental data for prior periods have not been restated to
reflect this change.
(4) Annualized.
(5) Not annualized.
</FN>

See Notes to Financial Statements

PHOENIX-SANFORD BERNSTEIN GLOBAL VALUE SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
------- -----------

COMMON STOCKS--49.7%
UNITED STATES--49.7%
Abbott Laboratories (Pharmaceuticals) ................... 900 $ 33,885
Allegheny Energy, Inc. (Electric Utilities) ............. 1,100 28,325
Amerada Hess Corp. (Integrated Oil & Gas) ............... 300 24,750
Ameren Corp. (Electric Utilities) ....................... 400 17,204
American Electric Power Co., Inc. (Electric Utilities) .. 600 24,012
AmSouth Bancorp. (Banks) ................................ 1,200 26,856
AOL Time Warner, Inc. (Movies & Entertainment) (b) ...... 3,850 56,633
Aon Corp. (Insurance Brokers) ........................... 700 20,636
Archer-Daniels-Midland Co. (Agricultural Products) ...... 1,785 22,830
Arrow Electronics, Inc. (Electronic Equipment &
Instruments) (b) ...................................... 800 16,600
Ashland, Inc. (Oil & Gas Refining, Marketing &
Transportation) ....................................... 550 22,275
AT&T Corp. (Integrated Telecommunication Services) ...... 1,900 20,330
Avaya Inc. (Networking Equipment) (b) ................... 5,000 24,750
Avnet, Inc. (Electronic Equipment & Instruments) (b) .... 800 17,592
Bank of America Corp. (Banks) ........................... 3,500 246,260
Bear Stearns Cos., Inc. (The) (Diversified Financial
Services) ............................................. 400 24,480
BellSouth Corp. (Integrated Telecommunication
Services) ............................................. 1,375 43,312
Bemis Co., Inc. (Paper Packaging) ....................... 500 23,750
Black & Decker Corp. (The) (Household Appliances) ....... 525 25,305
Bristol-Myers Squibb Co. (Pharmaceuticals) .............. 1,800 46,260
Burlington Northern Santa Fe Corp. (Railroads) .......... 975 29,250
Cabot Corp. (Diversified Chemicals) ..................... 650 18,622
Centex Corp. (Homebuilding) ............................. 600 34,674
ChevronTexaco Corp. (Integrated Oil & Gas) .............. 640 56,640
Chubb Corp. (The) (Property & Casualty Insurance) ....... 300 21,240
Cisco Systems, Inc. (Networking Equipment) (b) .......... 2,100 29,295
Citigroup, Inc. (Diversified Financial Services) ........ 1,930 74,787
Coca-Cola Co. (The) (Soft Drinks) ....................... 1,300 72,800
Compuware Corp. (Application Software) (b) .............. 2,000 12,140
ConAgra Foods, Inc. (Packaged Foods and Meats) .......... 1,075 29,724
Cooper Industries Ltd. Class A (Electrical Components
& Equipment) .......................................... 700 27,510
Dana Corp. (Auto Parts & Equipment) ..................... 600 11,118
Dell Computer Corp. (Computer Hardware) (b) ............. 1,400 36,596
Delphi Corp. (Auto Parts & Equipment) ................... 1,400 18,480
Donnelley (R.R.) & Sons Co. (Commercial Printing) ....... 800 22,040
Dow Chemical Co. (The) (Diversified Chemicals) .......... 1,244 42,769
Du Pont (E.I.) de Nemours & Co. (Diversified
Chemicals) ............................................ 800 35,520
Eastman Chemical Co. (Diversified Chemicals) ............ 300 14,070
Eastman Kodak Co. (Photographic Products) ............... 1,000 29,170
Electronic Data Systems Corp. (IT Consulting &
Services) ............................................. 600 22,290
Entergy Corp. (Electric Utilities) ...................... 2,700 114,588
Exxon Mobil Corp. (Integrated Oil & Gas) ................ 3,600 147,312
Fannie Mae (Diversified Financial Services) ............. 775 57,156
Federated Department Stores, Inc. (Department
Stores) (b) ........................................... 500 19,850
FleetBoston Financial Corp. (Banks) ..................... 1,081 34,970
FMC Corp. (Diversified Chemicals) (b) ................... 300 9,051
General Electric Co. (Industrial Conglomerates) ......... 6,300 183,015
Georgia-Pacific Corp. (Paper Products) .................. 850 20,893
Golden West Financial Corp. (Banks) ..................... 475 32,670
Goodrich Corp. (Aerospace & Defense) .................... 825 22,539
Goodyear Tire & Rubber Co. (The) (Tires & Rubber) ....... 1,050 19,645
Health Net, Inc. (Managed Health Care) (b) .............. 1,850 49,525
Hewlett-Packard Co. (Computer Hardware) ................. 6,250 95,500
Hilton Hotels Corp. (Hotels, Resorts & Cruise Lines) .... 1,400 19,460
Home Depot, Inc. (The) (Home Improvement Retail) ........ 300 11,019

SHARES VALUE
------- -----------

UNITED STATES--CONTINUED
Hubbell, Inc. Class B (Electrical Components &
Equipment) ............................................ 500 $ 17,075
Huntington Bancshares, Inc. (Banks) ..................... 1,300 25,246
Intel Corp. (Semiconductors) ............................ 4,600 84,042
International Business Machines Corp. (Computer
Hardware) ............................................. 1,700 122,400
International Paper Co. (Paper Products) ................ 300 13,074
J.P. Morgan Chase & Co. (Diversified Financial
Services) ............................................. 900 30,528
Johnson & Johnson (Pharmaceuticals) ..................... 1,950 101,907
Jones Apparel Group, Inc. (Apparel, Accessories &
Luxury Goods) (b) ..................................... 700 26,250
KeyCorp (Banks) ......................................... 1,150 31,395
Lear Corp. (Auto Parts & Equipment) (b) ................. 1,250 57,813
Leggett & Platt, Inc. (Home Furnishings) ................ 1,000 23,400
Lehman Brothers Holdings, Inc. (Diversified Financial
Services) ............................................. 1,000 62,520
Lilly (Eli) & Co. (Pharmaceuticals) ..................... 325 18,330
Liz Claiborne, Inc. (Apparel, Accessories & Luxury
Goods) ................................................ 800 25,440
Louisiana-Pacific Corp. (Forest Products) ............... 1,000 10,590
May Department Stores Co. (The) (Department
Stores) ............................................... 700 23,051
MeadWestvaco Corp. (Paper Products) ..................... 1,330 44,635
Medtronic, Inc. (Health Care Equipment) ................. 100 4,285
Merck & Co., Inc. (Pharmaceuticals) ..................... 1,800 91,152
MetLife, Inc. (Life & Health Insurance) ................. 775 22,320
MGIC Investment Corp. (Property & Casualty
Insurance) ............................................ 400 27,120
Microsoft Corp. (Systems Software) (b) .................. 3,300 180,510
Morgan Stanley (Diversified Financial Services) ......... 700 30,156
National City Corp. (Banks) ............................. 1,000 33,250
Norfolk Southern Corp. (Railroads) ...................... 2,800 65,464
Oracle Corp. (Systems Software) (b) ..................... 4,000 37,880
PepsiCo, Inc. (Soft Drinks) ............................. 500 24,100
Pfizer, Inc. (Pharmaceuticals) .......................... 5,700 199,500
PG&E Corp. (Electric Utilities) (b) ..................... 600 10,734
Pharmacia Corp. (Pharmaceuticals) ....................... 1,450 54,303
Philip Morris Cos., Inc. (Tobacco) ...................... 3,425 149,604
Phillips Petroleum Co. (Integrated Oil & Gas) ........... 300 17,664
PPG Industries, Inc. (Specialty Chemicals) .............. 500 30,950
Praxair, Inc. (Industrial Gases) ........................ 600 34,182
Procter & Gamble Co. (The) (Household Products) ......... 200 17,860
Puget Energy, Inc. (Electric Utilities) ................. 800 16,520
Pulte Homes, Inc. (Homebuilding) ........................ 2,000 114,960
Quantum Corp. (Computer Storage & Peripherals) (b) ...... 1,400 5,880
Qwest Communications International, Inc. (Integrated
Telecommunication Services) (b) ....................... 22,500 63,000
Regions Financial Corp. (Banks) ......................... 800 28,120
Reliant Resources, Inc. (Electric Utilities) (b) ........ 5,400 47,250
Sara Lee Corp. (Packaged Foods and Meats) ............... 4,700 97,008
SBC Communications, Inc. (Integrated
Telecommunication Services) ........................... 3,200 97,600
Schering-Plough Corp. (Pharmaceuticals) ................. 500 12,300
Sears, Roebuck and Co. (Department Stores) .............. 700 38,010
Sherwin-Williams Co. (The) (Home Improvement
Retail) ............................................... 950 28,434
Smurfit-Stone Container Corp. (Metal & Glass
Containers) (b) ....................................... 1,200 18,504
Solectron Corp. (Electronic Equipment &
Instruments) (b) ...................................... 1,700 10,455
Sonoco Products Co. (Paper Packaging) ................... 900 25,488
Sprint Corp. (FON Group) (Integrated
Telecommunication Services) ........................... 1,000 10,610

See Notes to Financial Statements

PHOENIX-SANFORD BERNSTEIN GLOBAL VALUE SERIES

SHARES VALUE
------- -----------

UNITED STATES--CONTINUED
St. Paul Cos., Inc. (The) (Property & Casualty
Insurance) ............................................ 525 $ 20,433
SunTrust Banks, Inc. (Banks) ............................ 500 33,860
SUPERVALU, Inc. (Food Distributors) ..................... 500 12,265
Tech Data Corp. (Electronic Equipment &
Instruments) (b) ...................................... 500 18,925
Tellabs, Inc. (Telecommunications Equipment) (b) ........ 2,800 17,360
Temple-Inland, Inc. (Paper Packaging) ................... 200 11,572
TJX Cos., Inc. (The) (Apparel Retail) ................... 1,400 27,454
Torchmark Corp. (Life & Health Insurance) ............... 500 19,100
Tyson Foods, Inc. Class A (Meat, Poultry & Fish) ........ 2,100 32,571
U.S. Bancorp (Banks) .................................... 2,165 50,553
Union Pacific Corp. (Railroads) ......................... 500 31,640
Union Planters Corp. (Banks) ............................ 750 24,278
V. F. Corp. (Apparel, Accessories & Luxury Goods) ....... 400 15,684
Valero Energy Corp. (Oil & Gas Refining, Marketing &
Transportation) ....................................... 250 9,355
Verizon Communications, Inc. (Integrated
Telecommunication Services) ........................... 1,700 68,255
Wachovia Corp. (Banks) .................................. 1,800 68,724
Washington Mutual, Inc. (Banks) ......................... 4,425 164,212
Westar Energy, Inc. (Electric Utilities) ................ 700 10,745
Whirlpool Corp. (Household Appliances) .................. 400 26,144
WorldCom, Inc. - WorldCom Group (Integrated
Telecommunication Services) (b)(c) .................... 54,800 4,932
Wyeth (Pharmaceuticals) ................................. 1,200 61,440
Xcel Energy, Inc. (Electric Utilities) .................. 700 11,739
-----------
TOTAL COMMON STOCKS
(Identified cost $6,155,717) ......................................... 5,346,083
-----------
FOREIGN COMMON STOCKS--48.2%
AUSTRALIA--2.0%
Australia and New Zealand Banking Group Ltd.
(Banks) ............................................... 11,600 125,616
BHP Billiton Ltd. (Diversified Metals & Mining) ......... 8,400 48,570
CSR Ltd. (Construction Materials) ....................... 10,600 38,024
-----------
212,210
-----------
AUSTRIA--0.4%
Erste Bank der oesterreichischen Sparkassen AG
(Banks) ............................................... 300 21,437
OMV AG (Oil & Gas Refining, Marketing &
Transportation) ....................................... 250 24,567
-----------
46,004
-----------
BELGIUM--0.4%
Delhaize Group (Food Retail) ............................ 900 42,221
-----------
CANADA--4.6%
Abitibi-Consolidated, Inc. (Paper Products) ............. 4,700 43,326
Bank of Montreal (Banks) ................................ 1,407 32,991
Bank of Nova Scotia (Banks) ............................. 2,300 75,598
BCE, Inc. (Integrated Telecommunication Services) ....... 709 12,295
Canadian National Railway Co. (Railroads) ............... 700 36,839
Canadian Natural Resources Ltd. (Oil & Gas Exploration
& Production) ......................................... 400 13,550
Creo, Inc. (Electronic Equipment & Instruments) (b) ..... 600 6,107
Magna International, Inc. (Auto Parts & Equipment) ...... 1,700 117,030
Manulife Financial Corp. (Life & Health Insurance) ...... 900 25,830
Nortel Networks Corp. (Telecommunications
Equipment) (b) ........................................ 4,950 7,160
Petro-Canada (Integrated Oil & Gas) ..................... 500 14,054
Quebecor World, Inc. (Publishing & Printing) ............ 1,000 26,761
Sun Life Financial Services of Canada, Inc. (Diversified
Financial Services) ................................... 1,000 21,645
Talisman Energy, Inc. (Oil & Gas Exploration &
Production) ........................................... 1,250 56,094
-----------
489,280
-----------

SHARES VALUE
------- -----------

FINLAND--0.4%
Stora Enso Oyj (Paper Products) ......................... 1,000 $ 14,014
UPM-Kymmene Oyj (Paper Products) ........................ 700 27,557
-----------
41,571
-----------
FRANCE--5.0%
Accor SA (Hotels, Resorts & Cruise Lines) ............... 300 12,168
Alcatel SA Class A (Telecommunications Equipment) ....... 400 2,781
Assurances Generales de France (Multi-line Insurance) ... 2,600 119,455
BNP Paribas SA (Banks) .................................. 1,100 60,838
Compagnie de Saint-Gobain (Industrial Gases) ............ 2,200 98,753
Lagardere S.C.A. (Publishing & Printing) ................ 300 12,989
PSA Peugeot Citroen (Automobile Manufacturers) .......... 2,960 153,623
Societe Generale Class A (Banks) ........................ 450 29,644
TotalFinaElf SA (Oil & Gas Refining, Marketing &
Transportation) ....................................... 260 42,215
Vivendi Universal SA (Broadcasting & Cable TV) .......... 200 4,322
-----------
536,788
-----------
GERMANY--1.8%
AMB Generali Holding AG (Multi-line Insurance) .......... 270 26,293
Celanese AG (Specialty Chemicals) (b) ................... 1,350 31,332
E.ON AG (Industrial Conglomerates) ...................... 500 29,135
KarstadtQuelle AG (Department Stores) ................... 450 11,688
Merck KGaA (Pharmaceuticals) ............................ 200 5,383
Siemens AG (Industrial Conglomerates) ................... 1,325 79,498
Volkswagen AG (Automobile Manufacturers) ................ 200 9,718
-----------
193,047
-----------
HONG KONG--0.4%
CLP Holdings Ltd. (Electric Utilities) .................. 2,400 9,539
Wharf Holdings Ltd. (The) (Real Estate Management
& Development) ........................................ 15,000 35,386
-----------
44,925
-----------
IRELAND--1.2%
Allied Irish Banks PLC (Banks) .......................... 5,400 71,731
Bank of Ireland (Banks) ................................. 2,500 31,135
Jefferson Smurfit Group plc (Paper Products) ............ 9,000 27,369
-----------
130,235
-----------
ITALY--2.3%
ENI SpA (Integrated Oil & Gas) .......................... 12,150 193,194
Riunione Adriatica di Sicurta SpA (Multi-line
Insurance) ............................................ 800 10,738
Telecom Italia Mobile SpA (Wireless Telecommunication
Services) ............................................. 4,900 20,083
Telecom Italia SpA (Integrated Telecommunication
Services) ............................................. 2,800 21,929
-----------
245,944
-----------
JAPAN--10.0%
Canon, Inc. (Electronic Equipment & Instruments) ........ 5,000 188,977
Daiichi Pharmaceutical (Pharmaceuticals) ................ 1,000 18,272
Daiwa House Industry Co. Ltd. (Homebuilding) ............ 3,000 18,347
Hitachi Ltd. (Industrial Conglomerates) ................. 6,000 38,797
Hitachi Maxell Ltd. (Consumer Electronics) .............. 1,000 14,901
Honda Motor Co. Ltd. (Automobile Manufacturers) ......... 5,200 210,853
Mitsui Chemicals, Inc. (Specialty Chemicals) ............ 4,000 19,991
Mitsui O.S.K. Lines Ltd. (Marine) ....................... 16,000 33,640
Nichirei Corp. (Agricultural Products) .................. 7,000 22,485
Nippon Meat Packers, Inc. (Meat, Poultry & Fish) ........ 1,000 12,532
Nissan Motor Co. Ltd. (Automobile Manufacturers) ........ 21,000 145,424
Nomura Holdings, Inc. (Diversified Financial Services) .. 1,000 14,684
Oji Paper Co. Ltd. (Paper Products) ..................... 5,000 28,576
Sumitomo Mitsui Banking Corp. (Banks) ................... 2,400 11,714
Sumitomo Trust & Banking Co. Ltd. (The) (Banks) ......... 4,000 19,223
Takeda Chemical Industries Ltd. (Pharmaceuticals) ....... 1,000 43,886
Takefuji Corp. (Consumer Finance) ....................... 1,500 104,250

See Notes to Financial Statements

PHOENIX-SANFORD BERNSTEIN GLOBAL VALUE SERIES

SHARES VALUE
------- -----------

JAPAN--CONTINUED
Tanabe Seiyaku Co. Ltd (Pharmaceuticals) ................ 1,000 $ 8,761
Tohoku Electric Power Co., Inc. (Electric Utilities) .... 1,900 26,632
Tokyo Electric Power Co., Inc. (The) (Electric Utilities) 1,100 22,623
Toyota Motor Corp. (Automobile Manufacturers) ........... 1,100 29,185
UFJ Holdings, Inc. (Banks) (b) .......................... 6 14,517
Uny Co. Ltd. (Specialty Stores) ......................... 1,000 11,330
Yahama Corp. (Leisure Products) ......................... 2,000 19,457
-----------
1,079,057
-----------
LUXEMBOURG--0.9%
Arcelor (Steel) (b) ..................................... 5,900 83,734
Arcelor (Steel) (b) ..................................... 1,066 15,160
-----------
98,894
-----------
NETHERLANDS--3.1%
DSM NV (Specialty Chemicals) ............................ 1,500 69,613
ING Groep NV (Diversified Financial Services) ........... 3,800 97,577
Koninklijke (Royal) Philips Electronics NV (Industrial
Conglomerates) ........................................ 1,300 36,296
Koninklijke Vopak NV (Marine) ........................... 400 7,561
Royal Dutch Petroleum Co. (Integrated Oil & Gas) ........ 1,650 91,909
Wolters Kluwer NV (Diversified Commercial Services) ..... 1,638 31,093
-----------
334,049
-----------
NORWAY--0.1%
Norsk Hydro ASA (Industrial Conglomerates) .............. 200 9,542
-----------
SPAIN--1.2%
Banco Santander Central Hispano SA (Banks) .............. 6,200 49,231
Grupo Dragados SA (Construction & Engineering) .......... 700 12,479
Iberdrola SA (Electric Utilities) ....................... 2,700 39,332
Telefonica SA (Integrated Telecommunication
Services) (b) ......................................... 3,329 27,946
-----------
128,988
-----------
SWEDEN--1.4%
Autoliv, Inc. (Auto Parts & Equipment) .................. 950 23,940
Electrolux AB (Consumer Electronics) .................... 3,100 62,572
Holmen AB B Shares (Paper Products) ..................... 800 21,240
Nordea AB (Banks) ....................................... 8,700 47,333
-----------
155,085
-----------
SWITZERLAND--2.1%
Novartis AG Registered Shares (Pharmaceuticals) ......... 2,700 118,748
Swiss Re Registered Shares (Property & Casualty
Insurance) ............................................ 930 90,928
UBS AG Registered Shares (Diversified Financial
Services) (b) ......................................... 325 16,347
-----------
226,023
-----------

SHARES VALUE
------- -----------

UNITED KINGDOM--10.9%
Allied Domecq plc (Brewers) ............................. 2,600 $ 17,052
AstraZeneca plc (Pharmaceuticals) ....................... 1,200 49,681
AWG plc (Water Utilities) ............................... 2,700 22,636
BP plc (Integrated Oil & Gas) ........................... 13,300 111,707
British American Tobacco plc (Tobacco) .................. 4,600 49,434
BT Group plc (Integrated Telecommunication
Services) ............................................. 5,100 19,591
CGNU plc (Multi-line Insurance) ......................... 3,900 31,359
Diageo plc (Brewers) .................................... 800 10,390
Electrocomponents plc (Distributors) .................... 900 5,042
GlaxoSmithKline plc (Pharmaceuticals) ................... 4,346 93,938
HSBC Holdings plc (Banks) ............................... 1,600 18,402
Imperial Chemical Industries plc (Diversified
Chemicals) ............................................ 3,000 14,588
Lattice Group plc (Gas Utilities) ....................... 9,500 24,763
Lloyds TSB Group plc (Diversified Financial Services) ... 3,700 36,829
Mersey Docks & Harbour Co. plc (Marine) ................. 2,400 21,712
Morgan Crucible Company plc (Industrial Gases) .......... 900 1,564
Persimmon plc (Homebuilding) ............................ 2,200 13,364
Rank Group plc (Movies & Entertainment) ................. 3,200 13,048
Royal & Sun Alliance Insurance Group plc (Multi-line
Insurance) ............................................ 28,600 105,065
Royal Bank of Scotland Group plc (Banks) ................ 1,400 39,693
Safeway plc (Food Retail) ............................... 40,857 175,471
Shell Transport & Trading Co. plc (Integrated Oil &
Gas) .................................................. 3,200 24,145
Six Continents plc (Hotels, Resorts & Cruise Lines) ..... 6,700 68,069
Smith & Nephew plc (Health Care Equipment) .............. 2,000 11,097
Smiths Group plc (Industrial Conglomerates) ............. 1,000 12,987
Taylor Woodrow plc (Homebuilding) ....................... 3,400 9,329
Unilever plc (Packaged Foods and Meats) ................. 7,100 64,720
Vodafone Group plc (Wireless Telecommunication
Services) ............................................. 46,100 63,244
Whitbread plc (Restaurants) ............................. 600 5,602
Wolseley plc (Distributors) ............................. 3,741 37,921
-----------
1,172,443
-----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $5,287,908) ......................................... 5,186,306
-----------
RIGHTS--0.0%
MARINE--0.0%
Koninklijke Vopak NV - Rights (b) ....................... 400 4
-----------
TOTAL RIGHTS
(Identified cost $0) ................................................. 4
-----------
TOTAL INVESTMENTS--97.9%
(Identified Cost $11,443,625) ........................................ 10,532,393(a)
Other assets and liabilities, net--2.1% .............................. 223,785
-----------
NET ASSETS--100.0% ..................................................... $10,756,178
===========

<FN>
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $850,714 and gross depreciation
of $1,761,946 for federal income tax purposes. At June 30, 2002, the aggregate
cost of securities for federal income tax purposes was $11,443,625.
(b) Non-income producing.
</FN>

See Notes to Financial Statements

PHOENIX-SANFORD BERNSTEIN GLOBAL VALUE SERIES

INDUSTRY DIVERSIFICATION
AS A PERCENTAGE OF TOTAL VALUE OF
TOTAL LONG-TERM INVESTMENTS
(UNAUDITED)

Aerospace & Defense ....................................... 0.2%
Agricultural Products ..................................... 0.4
Apparel Retail ............................................ 0.3
Apparel, Accessories & Luxury Goods ....................... 0.6
Application Software ...................................... 0.1
Auto Parts & Equipment .................................... 2.2
Automobile Manufacturers .................................. 5.2
Banks ..................................................... 13.8
Brewers ................................................... 0.3
Commercial Printing ....................................... 0.2
Computer Hardware ......................................... 2.4
Computer Storage & Peripherals ............................ 0.1
Construction & Engineering ................................ 0.1
Construction Materials .................................... 0.4
Consumer Electronics ...................................... 0.7
Consumer Finance .......................................... 1.0
Department Stores ......................................... 0.9
Distributors .............................................. 0.4
Diversified Chemicals ..................................... 1.3
Diversified Commercial Services ........................... 0.3
Diversified Financial Services ............................ 4.4
Diversified Metals & Mining ............................... 0.5
Electric Utilities ........................................ 3.6
Electrical Components & Equipment ......................... 0.4
Electronic Equipment & Instruments ........................ 2.5
Food Distributors ......................................... 0.1
Food Retail ............................................... 2.1
Forest Products ........................................... 0.1
Gas Utilities ............................................. 0.2
Health Care Equipment ..................................... 0.1
Home Furnishings .......................................... 0.2
Home Improvement Retail ................................... 0.4
Homebuilding .............................................. 1.8
Hotels, Resorts & Cruise Lines ............................ 0.9
Household Appliances ...................................... 0.5
Household Products ........................................ 0.2
IT Consulting & Services .................................. 0.2
Industrial Conglomerates .................................. 3.7
Industrial Gases .......................................... 1.3
Insurance Brokers ......................................... 0.2
Integrated Oil & Gas ...................................... 6.5
Integrated Telecommunication Services ..................... 3.7
Leisure Products .......................................... 0.2
Life & Health Insurance ................................... 0.6
Managed Health Care ....................................... 0.5
Marine .................................................... 0.6
Meat, Poultry & Fish ...................................... 0.4
Metal & Glass Containers .................................. 0.2
Movies & Entertainment .................................... 0.7
Multi-line Insurance ...................................... 2.8
Networking Equipment ...................................... 0.5
Oil & Gas Exploration & Production ........................ 0.7
Oil & Gas Refining, Marketing & Transportation ............ 0.9
Packaged Foods and Meats .................................. 1.8
Paper Packaging ........................................... 0.6
Paper Products ............................................ 2.3
Pharmaceuticals ........................................... 9.1
Photographic Products ..................................... 0.3
Property & Casualty Insurance ............................. 1.5
Publishing & Printing ..................................... 0.4
Railroads ................................................. 1.5
Real Estate Management & Development ...................... 0.3
Semiconductors ............................................ 0.8
Soft Drinks ............................................... 0.9
Specialty Chemicals ....................................... 1.4
Specialty Stores .......................................... 0.1
Steel ..................................................... 0.9
Systems Software .......................................... 2.1
Telecommunications Equipment .............................. 0.3
Tires & Rubber ............................................ 0.2
Tobacco ................................................... 1.9
Water Utilities ........................................... 0.2
Wireless Telecommunication Services ....................... 0.8
-----
100.0%
=====

See Notes to Financial Statements

PHOENIX-SANFORD BERNSTEIN GLOBAL VALUE SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $11,443,625) ....................... $10,532,393
Foreign currency at value (Identified cost $42,455) ................................ 44,689
Receivables
Receivable from adviser .......................................................... 3,031
Investment securities sold ....................................................... 465,693
Fund shares sold ................................................................. 137
Dividends ........................................................................ 34,466
Tax reclaim ...................................................................... 6,891
-----------
Total assets ................................................................... 11,087,300
-----------
LIABILITIES
Cash overdraft ..................................................................... 281,420
Payables
Fund shares repurchased .......................................................... 2,902
Professional fee ................................................................. 17,322
Printing fee ..................................................................... 9,036
Custodian fee .................................................................... 8,131
Financial agent fee .............................................................. 4,075
Trustees' fee .................................................................... 3,717
Accrued expenses ................................................................... 4,519
-----------
Total liabilities .............................................................. 331,122
-----------
NET ASSETS ......................................................................... $10,756,178
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $11,670,580
Undistributed net investment income .............................................. 56,965
Accumulated net realized loss .................................................... (63,749)
Net unrealized depreciation ...................................................... (907,618)
-----------
NET ASSETS ......................................................................... $10,756,178
===========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 1,181,104
===========
Net asset value and offering price per share ....................................... $9.11
=====

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends .............................................................................. $129,610
Interest ............................................................................... 1,171
Foreign taxes withheld ................................................................. (10,362)
--------
Total investment income .............................................................. 120,419
--------
EXPENSES
Investment advisory fee ................................................................ 43,321
Financial agent fee .................................................................... 23,986
Professional ........................................................................... 17,166
Custodian .............................................................................. 12,221
Trustees ............................................................................... 3,455
Printing ............................................................................... 3,186
Miscellaneous .......................................................................... 1,284
--------
Total expenses ....................................................................... 104,619
Less expenses borne by investment adviser ............................................ (50,795)
--------
Net expenses ......................................................................... 53,824
--------
NET INVESTMENT INCOME .................................................................... 66,595
--------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities ........................................................ (50,834)
Net realized loss on foreign currency transactions ..................................... (1,017)
Net change in unrealized appreciation (depreciation) on investments .................... (515,003)
Net change in unrealized appreciation (depreciation) on foreign currency and foreign
currency transactions ................................................................ (1,442)
--------
NET LOSS ON INVESTMENTS .................................................................. (568,296)
--------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ..................................... $(501,701)
=========

See Notes to Financial Statements

PHOENIX-SANFORD BERNSTEIN GLOBAL VALUE SERIES

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
----------- ----------

FROM OPERATIONS
Net investment income (loss) ................................................................ $ 66,595 $ 81,192
Net realized gain (loss) .................................................................... (51,851) 46,548
Net change in unrealized appreciation (depreciation) ........................................ (516,445) (697,218)
---------- ----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................................. (501,701) (569,478)
---------- ----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ....................................................................... (11,652) (78,519)
Net realized short-term gains ............................................................... -- (56,477)
---------- ----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ................................... (11,652) (134,996)
---------- ----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (333,084 and 248,659 shares, respectively) .................... 3,150,545 2,445,801
Net asset value of shares issued from reinvestment of distributions (1,300 and 14,118 shares,
respectively) ............................................................................. 11,652 134,996
Cost of shares repurchased (73,758 and 79,889 shares, respectively) ......................... (692,982) (763,447)
---------- ----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ................................... 2,469,215 1,817,350
---------- ----------
NET INCREASE (DECREASE) IN NET ASSETS ....................................................... 1,955,862 1,112,876
NET ASSETS
Beginning of period ......................................................................... 8,800,316 7,687,440
---------- ----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $56,965 AND $2,022,
RESPECTIVELY) ............................................................................. $10,756,178 $8,800,316
=========== ==========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS
ENDED FROM INCEPTION
6/30/02 YEAR ENDED 11/20/00 TO
(UNAUDITED) 12/31/01 12/31/00
----------- ---------- --------------

Net asset value, beginning of period ............................................. $ 9.56 $10.42 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ................................................... 0.06 0.09 0.02
Net realized and unrealized gain (loss) ........................................ (0.50) (0.80) 0.41
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ............................................. (0.44) (0.71) 0.43
------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ........................................... (0.01) (0.09) (0.01)
Distributions from net realized gains .......................................... -- (0.06) --
------ ------ ------
TOTAL DISTRIBUTIONS .......................................................... (0.01) (0.15) (0.01)
------ ------ ------
CHANGE IN NET ASSET VALUE ........................................................ (0.45) (0.86) 0.42
------ ------ ------
NET ASSET VALUE, END OF PERIOD ................................................... $ 9.11 $ 9.56 $10.42
====== ====== ======
Total return ..................................................................... (4.63)%(2) (6.84)% 4.35%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ............................................ $10,756 $8,800 $7,687
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3) .......................................................... 1.12%(1) 1.05% 1.05%(1)
Net investment income .......................................................... 1.38%(1) 1.02% 1.12%(1)
Portfolio turnover ............................................................... 20%(2) 24% 0%(2)

See Notes to Financial Statements

PHOENIX-SANFORD BERNSTEIN MID-CAP VALUE SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
------- -----------

COMMON STOCKS--95.6%
AGRICULTURAL PRODUCTS--1.5%
Corn Products International, Inc. ....................... 37,000 $ 1,151,440
-----------
APPAREL, ACCESSORIES & LUXURY GOODS--2.1%
Jones Apparel Group, Inc. (b) ........................... 36,500 1,368,750
V. F. Corp. ............................................. 7,300 286,233
-----------
1,654,983
-----------
AUTO PARTS & EQUIPMENT--3.1%
BorgWarner, Inc. ........................................ 7,500 433,200
Dana Corp. .............................................. 36,000 667,080
Lear Corp. (b) .......................................... 7,000 323,750
Modine Manufacturing Co. ................................ 41,000 1,007,780
-----------
2,431,810
-----------
BANKS--11.3%
BancorpSouth, Inc. ...................................... 40,500 818,100
Bank of Hawaii Corp. .................................... 40,800 1,142,400
Commercial Federal Corp. ................................ 34,000 986,000
Hibernia Corp. Class A .................................. 58,000 1,147,820
Huntington Bancshares, Inc. ............................. 58,000 1,126,360
Popular, Inc. ........................................... 15,000 505,200
SouthTrust Corp. ........................................ 13,400 350,008
UnionBanCal Corp. ....................................... 27,500 1,288,375
Washington Federal, Inc. ................................ 29,909 755,501
Whitney Holding Corp. ................................... 25,500 783,870
-----------
8,903,634
-----------
CONSTRUCTION, FARM MACHINERY & HEAVY TRUCKS--3.0%
PACCAR, Inc. ............................................ 28,600 1,269,554
Terex Corp. (b) ......................................... 48,000 1,079,520
-----------
2,349,074
-----------
CONSTRUCTION MATERIALS--1.4%
Texas Industries, Inc. .................................. 34,600 1,089,554
-----------
DIVERSIFIED CHEMICALS--1.4%
FMC Corp. (b) ........................................... 36,000 1,086,120
-----------
DIVERSIFIED METALS & MINING--1.4%
Peabody Energy Corp. .................................... 40,000 1,132,000
-----------
ELECTRIC UTILITIES--9.4%
Alliant Energy Corp. .................................... 7,900 203,030
Consolidated Edison, Inc. ............................... 11,000 459,250
Northeast Utilities ..................................... 41,700 784,377
NSTAR ................................................... 19,000 850,820
OGE Energy Corp. ........................................ 52,500 1,200,150
PNM Resources, Inc. ..................................... 48,000 1,161,600
Puget Energy, Inc. ...................................... 60,200 1,243,130
Reliant Resources, Inc. (b) ............................. 53,200 465,500
WPS Resources Corp. ..................................... 25,000 1,020,750
-----------
7,388,607
-----------
ELECTRICAL COMPONENTS & EQUIPMENT--1.8%
Cooper Industries Ltd. Class A .......................... 35,500 1,395,150
-----------
ELECTRONIC EQUIPMENT & INSTRUMENTS--5.3%
Arrow Electronics, Inc. (b) ............................. 18,900 392,175
Avnet, Inc. (b) ......................................... 22,800 501,372
KEMET Corp. (b) ......................................... 76,500 1,366,290
Solectron Corp. (b) ..................................... 154,400 949,560
Tech Data Corp. (b) ..................................... 18,000 681,300
Vishay Intertechnology, Inc. (b) ........................ 15,078 331,716
-----------
4,222,413
-----------

SHARES VALUE
------- -----------

FOOD DISTRIBUTORS--1.1%
SUPERVALU, Inc. ......................................... 35,000 $ 858,550
-----------
HEALTH CARE EQUIPMENT--0.5%
Beckman Coulter, Inc. ................................... 8,300 414,170
-----------
HOME IMPROVEMENT RETAIL--2.0%
Hughes Supply, Inc. ..................................... 36,000 1,616,400
-----------
HOMEBUILDING--7.3%
Centex Corp. ............................................ 25,700 1,485,203
KB HOME ................................................. 28,600 1,473,186
Pulte Homes, Inc. ....................................... 25,000 1,437,000
Standard Pacific Corp. .................................. 40,000 1,403,200
-----------
5,798,589
-----------
HOTELS, RESORTS & CRUISE LINES--1.3%
Royal Caribbean Cruises Ltd. ............................ 52,000 1,014,000
-----------
INDUSTRIAL MACHINERY--7.3%
Eaton Corp. ............................................. 10,500 763,875
Harsco Corp. ............................................ 22,000 825,000
Kennametal, Inc. ........................................ 32,000 1,171,200
Lincoln Electric Holdings, Inc. ......................... 39,000 1,049,100
Parker-Hannifin Corp. ................................... 18,500 884,115
Reliance Steel & Aluminum Co. ........................... 35,000 1,067,500
-----------
5,760,790
-----------
INTEGRATED OIL & GAS--1.9%
Amerada Hess Corp. ...................................... 14,800 1,221,000
Occidental Petroleum Corp. .............................. 10,500 314,895
-----------
1,535,895
-----------
INTEGRATED TELECOMMUNICATION SERVICES--0.0%
WorldCom, Inc. - WorldCom Group (b)(c) .................. 250,000 22,500
-----------
LEISURE PRODUCTS--1.5%
Brunswick Corp. ......................................... 43,000 1,204,000
-----------
MEAT, POULTRY & FISH--1.4%
Smithfield Foods, Inc. (b) .............................. 58,000 1,075,900
-----------
MULTI-UTILITIES & UNREGULATED POWER--0.5%
Sierra Pacific Resources ................................ 55,000 429,000
-----------
NETWORKING EQUIPMENT--1.3%
Adaptec, Inc. (b) ....................................... 127,300 1,004,397
-----------
OIL & GAS EQUIPMENT & SERVICES--1.7%
SEACOR SMIT, Inc. (b) ................................... 27,800 1,316,330
-----------
OIL & GAS EXPLORATION & PRODUCTION--1.2%
Kerr-McGee Corp. ........................................ 18,000 963,900
-----------
OIL & GAS REFINING, MARKETING & TRANSPORTATION--1.7%
Valero Energy Corp. ..................................... 36,300 1,358,346
-----------
PAPER PACKAGING--0.6%
Temple-Inland, Inc. ..................................... 8,500 491,810
-----------
PAPER PRODUCTS--1.5%
MeadWestvaco Corp. ...................................... 34,600 1,161,176
-----------
PROPERTY & CASUALTY INSURANCE--1.8%
Fidelity National Financial, Inc. ....................... 46,200 1,459,920
-----------
PUBLISHING & PRINTING--1.7%
Reader's Digest Association, Inc. (The) Class A ......... 71,000 1,329,830
-----------
RAILROADS--0.5%
Norfolk Southern Corp. .................................. 15,400 360,052
-----------

See Notes to Financial Statements

100

PHOENIX-SANFORD BERNSTEIN MID-CAP VALUE SERIES

SHARES VALUE
------- -----------

REITS--9.3%
Arden Realty, Inc. ...................................... 46,900 $ 1,334,305
Avalonbay Communities, Inc. ............................. 26,300 1,228,210
Duke Realty Corp. ....................................... 45,300 1,311,435
Liberty Property Trust .................................. 22,000 770,000
Mack-Cali Realty Corp. .................................. 40,100 1,409,515
Post Properties, Inc. ................................... 43,300 1,305,928
-----------
7,359,393
-----------
SPECIALTY CHEMICALS--3.3%
Crompton Corp. .......................................... 110,000 1,402,500
Cytec Industries, Inc. (b) .............................. 37,000 1,163,280
-----------
2,565,780
-----------
SPECIALTY STORES--1.5%
Group 1 Automotive, Inc. (b) ............................ 31,000 1,182,650
-----------
TELECOMMUNICATIONS EQUIPMENT--2.2%
Andrew Corp. (b) ........................................ 57,000 816,810
Tellabs, Inc. (b) ....................................... 142,500 883,500
-----------
1,700,310
-----------
TRADING COMPANIES & DISTRIBUTORS--0.8%
Genuine Parts Co. ....................................... 17,900 624,173
-----------
TOTAL COMMON STOCKS
(Identified cost $70,768,394) ........................................ 75,412,646
-----------
TOTAL LONG TERM INVESTMENTS--95.6%
(Identified cost $70,768,394) ........................................ 75,412,646
-----------
SHORT-TERM OBLIGATIONS--6.1%

MONEY MARKET MUTUAL FUNDS--4.9%
SSgA Money Market Fund (1.65% seven day
effective yield) ...................................... 3,833,459 3,833,459
-----------

PAR
VALUE
(000) VALUE
----- -----------

REPURCHASE AGREEMENTS--1.2%
State Street Bank & Trust Co. repurchase agreement
0.85%, dated 6/28/02 due 7/1/02, repurchase price
$986,070, collateralized by U.S. Treasury Note
5.50%, 8/15/28, market value $1,009,501 ............... $ 986 $ 986,000
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $4,819,459) ......................................... 4,819,459
-----------
TOTAL INVESTMENTS--101.7%
(Identified Cost $75,587,853) ........................................ 80,232,105(a)
Other assets and liabilities, net--(1.7)% ............................ (1,314,392)
-----------
NET ASSETS--100.0% ..................................................... $78,917,713
===========

<FN>
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $8,907,705 and gross depreciation
of $4,271,274 for federal income tax purposes. At June 30, 2002, the aggregate
cost of securities for federal income tax purposes was $75,595,674.
(b) Non-income producing.
(c) Illiquid. Security valued at fair value as determined in good faith by or under
the direction of the Trustees. At June 30, 2002, this security amounted to a value
of $22,500 or 0.03% of net assets.
</FN>

See Notes to Financial Statements

101

PHOENIX-SANFORD BERNSTEIN MID-CAP VALUE SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $75,587,853) ....................... $80,232,105
Cash ............................................................................... 777
Receivables
Dividends and interest ........................................................... 165,630
Fund shares sold ................................................................. 143,294
-----------
Total assets ................................................................... 80,541,806
-----------
LIABILITIES
Payables
Investment securities purchased .................................................. 1,443,259
Fund shares repurchased .......................................................... 51,690
Investment advisory fee .......................................................... 65,209
Financial agent fee .............................................................. 8,312
Trustees' fee .................................................................... 3,717
Accrued expenses ................................................................... 51,906
-----------
Total liabilities .............................................................. 1,624,093
-----------
NET ASSETS ......................................................................... $78,917,713
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $70,785,443
Undistributed net investment income .............................................. 112,596
Accumulated net realized gain .................................................... 3,375,422
Net unrealized appreciation ...................................................... 4,644,252
-----------
NET ASSETS ......................................................................... $78,917,713
===========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 6,833,146
===========
Net asset value and offering price per share ....................................... $11.55
======

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends ........................................................................ $ 711,741
Interest ......................................................................... 29,393
-----------
Total investment income ........................................................ 741,134
-----------
EXPENSES
Investment advisory fee .......................................................... 332,226
Financial agent fee .............................................................. 46,074
Professional ..................................................................... 14,789
Printing ......................................................................... 13,679
Custodian ........................................................................ 7,744
Trustees ......................................................................... 3,455
Miscellaneous .................................................................... 6,466
-----------
Total expenses ................................................................. 424,433
Less expenses borne by investment adviser ...................................... (22,723)
-----------
Net expenses ................................................................... 401,710
-----------
NET INVESTMENT INCOME .............................................................. 339,424
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities .................................................. 3,376,386
Net change in unrealized appreciation (depreciation) on investments .............. (1,109,296)
-----------
NET GAIN ON INVESTMENTS ............................................................ 2,267,090
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ............................... $ 2,606,514
===========

See Notes to Financial Statements

102

PHOENIX-SANFORD BERNSTEIN MID-CAP VALUE SERIES

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
----------- ------------

FROM OPERATIONS
Net investment income (loss) .................................................................. $ 339,424 $ 508,711
Net realized gain (loss) ...................................................................... 3,376,386 1,675,909
Net change in unrealized appreciation (depreciation) .......................................... (1,109,296) 4,436,626
----------- ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................................... 2,606,514 6,621,246
----------- ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ......................................................................... (226,828) (475,205)
Net realized short-term gains ................................................................. (183,290) (11,465)
Net realized long-term gains .................................................................. (190,078) (204,655)
----------- ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ..................................... (600,196) (691,325)
----------- ------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (3,107,226 and 3,715,054 shares, respectively) .................. 36,634,707 36,940,985
Net asset value of shares issued from reinvestment of distributions (51,691 and 64,377 shares,
respectively) ............................................................................... 600,196 691,325
Cost of shares repurchased (750,208 and 981,403 shares, respectively) ......................... (8,879,742) (9,764,166)
----------- ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ..................................... 28,355,161 27,868,144
----------- ------------
NET INCREASE (DECREASE) IN NET ASSETS ......................................................... 30,361,479 33,798,065
NET ASSETS
Beginning of period ........................................................................... 48,556,234 14,758,169
----------- ------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $112,596 AND $0, RESPECTIVELY) $78,917,713 $ 48,556,234
=========== ============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS YEAR ENDED FROM
ENDED DECEMBER 31, INCEPTION
6/30/02 -------------------------- 3/2/98 TO
(UNAUDITED) 2001 2000 1999 12/31/98
----------- ------ ------ ------ ----------

Net asset value, beginning of period ............................. $10.97 $ 9.07 $ 7.82 $ 8.84 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ................................... 0.05 0.13 0.06 0.11 0.03(4)
Net realized and unrealized gain (loss) ........................ 0.63 1.95 1.25 (1.02) (1.16)
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ............................. 0.68 2.08 1.31 (0.91) (1.13)
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ............................. (0.04) (0.13) (0.06) (0.11) (0.03)
Distributions from net realized gains ............................ (0.06) (0.05) -- -- --
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS .......................................... (0.10) (0.18) (0.06) (0.11) (0.03)
------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE ........................................ 0.58 1.90 1.25 (1.02) (1.16)
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD ................................... $11.55 $10.97 $ 9.07 $ 7.82 $ 8.84
====== ====== ====== ====== ======
Total return ..................................................... 6.10%(2) 22.98% 16.89% (10.28)% (11.37)%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ............................ $78,918 $48,556 $14,758 $8,635 $7,896
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3) .......................................... 1.27%(1) 1.20%(5) 1.20%(5) 1.20% 1.20%(1)
Net investment income .......................................... 1.07%(1) 1.72% 0.95% 1.40% 0.52%(1)
Portfolio turnover ............................................... 21%(2) 28% 128% 29% 21%(2)

<FN>
(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 (including custody credits) would have been 1.34%, 1.54%, 2.39%, 2.58% and 2.77% for the periods ended June
30, 2002, December 31, 2001, 2000, 1999 and 1998, respectively.
(4) Computed using average shares outstanding.
(5) 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.
</FN>

See Notes to Financial Statements

103

PHOENIX-SANFORD BERNSTEIN SMALL-CAP VALUE SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
------- -----------

COMMON STOCKS--91.8%
AEROSPACE & DEFENSE--1.6%
Curtiss-Wright Corp. .................................... 1,000 $ 80,000
Moog, Inc. Class A (b) .................................. 12,550 538,144
-----------
618,144
-----------
AGRICULTURAL PRODUCTS--1.5%
Corn Products International, Inc. ....................... 19,200 597,504
-----------
APPAREL, ACCESSORIES & LUXURY GOODS--1.7%
Kellwood Co. ............................................ 13,500 438,750
Vans, Inc. (b) .......................................... 27,000 219,267
-----------
658,017
-----------
AUTO PARTS & EQUIPMENT--1.1%
Modine Manufacturing Co. ................................ 17,700 435,066
-----------
BANKS--6.7%
BancorpSouth, Inc. ...................................... 10,400 210,080
Bank of Hawaii Corp. .................................... 18,000 504,000
Commercial Federal Corp. ................................ 12,000 348,000
GBC Bancorp ............................................. 18,100 523,995
Hibernia Corp. Class A .................................. 24,800 490,792
Washington Federal, Inc. ................................ 16,939 427,879
Whitney Holding Corp. ................................... 3,450 106,053
-----------
2,610,799
-----------
CASINOS & GAMING--0.4%
Pinnacle Entertainment, Inc. (b) ........................ 13,000 138,190
-----------
COMPUTER STORAGE & PERIPHERALS--0.8%
Hutchinson Technology, Inc. (b) ......................... 6,000 93,840
Quantum Corp. (b) ....................................... 5,000 21,000
SBS Technologies, Inc. (b) .............................. 16,000 195,984
-----------
310,824
-----------
CONSTRUCTION, FARM MACHINERY & HEAVY TRUCKS--1.5%
Terex Corp. (b) ......................................... 25,500 573,495
-----------
CONSTRUCTION MATERIALS--1.6%
Texas Industries, Inc. .................................. 20,000 629,800
-----------
CONSUMER FINANCE--0.8%
PFF Bancorp, Inc. ....................................... 8,200 314,880
-----------
DIVERSIFIED CHEMICALS--1.4%
FMC Corp. (b) ........................................... 18,100 546,077
-----------
DIVERSIFIED METALS & MINING--2.7%
Peabody Energy Corp. .................................... 13,600 384,880
RTI International Metals, Inc. (b) ...................... 54,000 656,100
-----------
1,040,980
-----------
ELECTRIC UTILITIES--6.1%
Alliant Energy Corp. .................................... 1,700 43,690
Central Vermont Public Service Corp. .................... 14,150 254,700
Empire District Electric Co. (The) ...................... 15,500 317,750
Northeast Utilities ..................................... 12,350 232,303
NSTAR ................................................... 5,200 232,856
OGE Energy Corp. ........................................ 20,800 475,488
PNM Resources, Inc. ..................................... 21,500 520,300
Wisconsin Energy Corp. .................................. 2,000 50,540
WPS Resources Corp. ..................................... 6,400 261,312
-----------
2,388,939
-----------

SHARES VALUE
------- -----------

ELECTRONIC EQUIPMENT & INSTRUMENTS--3.7%
Avnet, Inc. (b) ......................................... 7,800 $ 171,522
CTS Corp. ............................................... 33,200 399,728
KEMET Corp. (b) ......................................... 29,500 526,870
Vishay Intertechnology, Inc. (b) ........................ 15,445 339,790
-----------
1,437,910
-----------
GAS UTILITIES--0.4%
Southwestern Energy Co. (b) ............................. 11,000 167,090
-----------
HEALTH CARE EQUIPMENT--1.2%
CONMED Corp. (b) ........................................ 16,600 370,678
Mentor Corp. ............................................ 2,500 91,773
-----------
462,451
-----------
HOME IMPROVEMENT RETAIL--1.6%
Hughes Supply, Inc. ..................................... 14,200 637,580
-----------
HOMEBUILDING--5.5%
KB HOME ................................................. 13,500 695,385
Pulte Homes, Inc. ....................................... 12,000 689,760
Standard Pacific Corp. .................................. 21,100 740,188
-----------
2,125,333
-----------
HOTELS, RESORTS & CRUISE LINES--1.9%
Prime Hospitality Corp. (b) ............................. 56,050 728,090
-----------
HOUSEHOLD PRODUCTS--0.9%
Playtex Products, Inc. (b) .............................. 26,100 337,995
-----------
HOUSEWARES & SPECIALTIES--0.2%
Russ Berrie & Co., Inc. ................................. 2,800 99,120
-----------
INDUSTRIAL MACHINERY--10.5%
Esterline Technologies Corp. (b) ........................ 21,000 476,700
Gardner Denver, Inc. (b) ................................ 24,000 480,000
Harsco Corp. ............................................ 9,300 348,750
Hexcel Corp. (b) ........................................ 17,000 73,950
JLG Industries, Inc. .................................... 40,600 569,618
Kennametal, Inc. ........................................ 11,200 409,920
Lincoln Electric Holdings, Inc. ......................... 15,450 415,605
Penn Engineering & Manufacturing Corp. .................. 16,000 278,720
Regal Beloit Corp. ...................................... 19,600 476,476
Reliance Steel & Aluminum Co. ........................... 14,400 439,200
Wolverine Tube, Inc. (b) ................................ 18,000 135,900
-----------
4,104,839
-----------
LEISURE PRODUCTS--0.8%
Brunswick Corp. ......................................... 10,500 294,000
-----------
LIFE & HEALTH INSURANCE--0.7%
American National Insurance Co. ......................... 2,700 260,010
-----------
MARINE--0.8%
Alexander & Baldwin, Inc. ............................... 13,000 331,890
-----------
MEAT, POULTRY & FISH--1.0%
Smithfield Foods, Inc. (b) .............................. 22,000 408,100
-----------
METAL & GLASS CONTAINERS--1.0%
Rock-Tenn Co. Class A ................................... 20,400 374,340
-----------
MULTI-UTILITIES & UNREGULATED POWER--0.5%
Sierra Pacific Resources ................................ 23,000 179,400
-----------
NETWORKING EQUIPMENT--0.8%
Adaptec, Inc. (b) ....................................... 39,500 311,655
-----------

See Notes to Financial Statements

104

PHOENIX-SANFORD BERNSTEIN SMALL-CAP VALUE SERIES

SHARES VALUE
------- -----------

OIL & GAS EQUIPMENT & SERVICES--0.2%
SEACOR SMIT, Inc. (b) ................................... 1,000 $ 47,350
Seitel, Inc. (b) ........................................ 20,400 20,400
-----------
67,750
-----------
OIL & GAS EXPLORATION & PRODUCTION--0.4%
Key Production Co., Inc. (b) ............................ 8,000 156,000
-----------
OIL & GAS REFINING, MARKETING & TRANSPORTATION--2.4%
Tesoro Petroleum Corp. (b) .............................. 48,000 372,000
Valero Energy Corp. ..................................... 15,100 565,042
-----------
937,042
-----------
PACKAGED FOODS AND MEATS--0.5%
Del Monte Foods Co. (b) ................................. 15,700 185,260
-----------
PROPERTY & CASUALTY INSURANCE--5.1%
Fidelity National Financial, Inc. ....................... 23,130 730,908
Harleysville Group, Inc. ................................ 11,400 316,008
LandAmerica Financial Group, Inc. ....................... 14,800 466,200
RLI Corp. ............................................... 9,500 484,500
-----------
1,997,616
-----------
PUBLISHING & PRINTING--1.1%
Reader's Digest Association, Inc. (The) Class A ......... 23,200 434,536
-----------
REITS--11.9%
Arden Realty, Inc. ...................................... 17,000 483,650
Avalonbay Communities, Inc. ............................. 6,000 280,200
Duke Realty Corp. ....................................... 14,100 408,195
EastGroup Properties, Inc. .............................. 18,900 483,840
FelCor Lodging Trust, Inc. .............................. 19,500 357,825
Koger Equity ............................................ 19,500 376,350
Liberty Property Trust .................................. 6,400 224,000
Mack-Cali Realty Corp. .................................. 15,900 558,885
Post Properties, Inc. ................................... 16,200 488,592
RFS Hotel Investors, Inc. ............................... 37,100 502,334
Summit Properties, Inc. ................................. 20,500 478,675
-----------
4,642,546
-----------
SPECIALTY CHEMICALS--2.5%
Crompton Corp. .......................................... 42,100 536,775
Cytec Industries, Inc. (b) .............................. 13,500 424,440
-----------
961,215
-----------

SHARES VALUE
------- -----------

SPECIALTY STORES--1.3%
Group 1 Automotive, Inc. (b) ............................ 13,000 $ 495,950
-----------
STEEL--2.7%
Commercial Metals Co. ................................... 15,400 722,876
GrafTech International Ltd. (b) ......................... 27,200 334,560
-----------
1,057,436
-----------
TELECOMMUNICATIONS EQUIPMENT--1.3%
Andrew Corp. (b) ........................................ 34,600 495,818
-----------
TEXTILES--0.4%
Wellman, Inc. ........................................... 10,100 169,175
-----------
TRUCKING--1.1%
Dollar Thrifty Automotive Group, Inc. (b) ............... 16,600 429,940
-----------
TOBACCO--1.5%
Schweitzer-Mauduit International, Inc. .................. 23,900 587,940
-----------
TOTAL COMMON STOCKS
(Identified cost $34,086,765) ........................................ 35,740,742
-----------
TOTAL LONG TERM INVESTMENTS--91.8%
(Identified cost $34,086,765) ........................................ 35,740,742
-----------
SHORT-TERM OBLIGATIONS--11.7%

MONEY MARKET MUTUAL FUNDS--4.8%
SSgA Money Market Fund (1.65% seven day
effective yield) ...................................... 1,878 1,877,678
-----------

PAR
VALUE
(000)
-----

REPURCHASE AGREEMENTS--6.9%
State Street Bank & Trust Co. repurchase agreement
0.85%, dated 6/28/02 due 7/1/02, repurchase price
$2,658,188, collateralized by U.S. Treasury Note
5.50%, 8/15/28, market value $2,715,209 ............... $2,658 2,658,000
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $4,535,678) ......................................... 4,535,678
-----------
TOTAL INVESTMENTS--103.5%
(Identified Cost $38,622,443) ........................................ 40,276,420(a)
Other assets and liabilities, net--(3.5)% ............................ (1,362,258)
-----------
NET ASSETS--100.0% ..................................................... $38,914,162
===========

<FN>
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $3,934,803 and gross depreciation
of $2,303,079 for federal income tax purposes. At June 30, 2002, the aggregate
cost of securities for federal income tax purposes was $38,644,696.
(b) Non-income producing.
</FN>

See Notes to Financial Statements

105

PHOENIX-SANFORD BERNSTEIN SMALL-CAP VALUE SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $38,622,443) ....................... $40,276,420
Cash ............................................................................... 447
Receivables
Investment securities sold ....................................................... 232,537
Dividends and interest ........................................................... 54,873
Fund shares sold ................................................................. 38,206
-----------
Total assets ................................................................... 40,602,483
-----------
LIABILITIES
Payables
Investment securities purchased .................................................. 1,595,458
Fund shares repurchased .......................................................... 24,640
Investment advisory fee .......................................................... 24,547
Financial agent fee .............................................................. 5,725
Trustees' fee .................................................................... 3,717
Accrued expenses ................................................................... 34,234
-----------
Total liabilities .............................................................. 1,688,321
-----------
NET ASSETS ......................................................................... $38,914,162
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $36,071,548
Undistributed net investment income .............................................. 72,333
Accumulated net realized gain .................................................... 1,116,304
Net unrealized appreciation ...................................................... 1,653,977
-----------
NET ASSETS ......................................................................... $38,914,162
===========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 2,955,280
===========
Net asset value and offering price per share ....................................... $13.17
======

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends ........................................................................ $ 263,056
Interest ......................................................................... 13,868
----------
Total investment income ........................................................ 276,924
----------
EXPENSES
Investment advisory fee .......................................................... 144,873
Financial agent fee .............................................................. 31,440
Professional ..................................................................... 12,798
Custodian ........................................................................ 6,653
Trustees ......................................................................... 3,455
Printing ......................................................................... 3,340
Miscellaneous .................................................................... 6,050
----------
Total expenses ................................................................. 208,609
Less expenses borne by investment adviser ...................................... (33,219)
Custodian fees paid indirectly ................................................. (7)
----------
Net expenses ................................................................... 175,383
----------
NET INVESTMENT INCOME .............................................................. 101,541
----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities .................................................. 1,140,680
Net change in unrealized appreciation (depreciation) on investments .............. 433,064
----------
NET GAIN ON INVESTMENTS ............................................................ 1,573,744
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ............................... $1,675,285
==========

See Notes to Financial Statements

106

PHOENIX-SANFORD BERNSTEIN SMALL-CAP VALUE SERIES

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
----------- -----------

FROM OPERATIONS
Net investment income (loss) ................................................................ $ 101,541 $ 103,088
Net realized gain (loss) .................................................................... 1,140,680 190,000
Net change in unrealized appreciation (depreciation) ........................................ 433,064 1,063,580
----------- -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................................. 1,675,285 1,356,668
----------- -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ....................................................................... (29,208) (94,835)
Net realized short-term gains ............................................................... (19,277) (193,131)
Net realized long-term gains ................................................................ (6,134) --
----------- -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ................................... (54,619) (287,966)
----------- -----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (2,260,924 and 1,422,543 shares, respectively) ................ 29,736,277 16,278,755
Net asset value of shares issued from reinvestment of distributions (4,185 and 23,750 shares,
respectively) ............................................................................. 54,619 287,966
Cost of shares repurchased (735,756 and 273,953 shares, respectively) ....................... (9,729,028) (3,096,136)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ................................... 20,061,868 13,470,585
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS ....................................................... 21,682,534 14,539,287
NET ASSETS
Beginning of period ......................................................................... 17,231,628 2,692,341
----------- -----------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $72,333 AND $0) ............. $38,914,162 $17,231,628
=========== ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS
ENDED FROM INCEPTION
6/30/02 YEAR ENDED 11/20/00 TO
(UNAUDITED) 12/31/01 12/31/00
----------- ---------- --------------

Net asset value, beginning of period .......................................... $12.08 $10.62 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ................................................ 0.03 0.07 0.03
Net realized and unrealized gain ............................................ 1.08 1.59 0.62
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS .......................................... 1.11 1.66 0.65
------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ........................................ (0.01) (0.07) (0.03)
Distributions from net realized gains ....................................... (0.01) (0.13) --
------ ------ ------
TOTAL DISTRIBUTIONS ....................................................... (0.02) (0.20) (0.03)
------ ------ ------
CHANGE IN NET ASSET VALUE ..................................................... 1.09 1.46 0.62
------ ------ ------
NET ASSET VALUE, END OF PERIOD ................................................ $13.17 $12.08 $10.62
====== ====== ======
Total return .................................................................. 9.13%(2) 15.76% 6.44%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ......................................... $38,914 $17,232 $2,692
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3) ....................................................... 1.27%(1)(4) 1.20%(4) 1.20%(1)
Net investment income (loss) ................................................ 0.74%(1) 1.12% 2.71%(1)
Portfolio turnover ............................................................ 19%(2) 18% 1%(2)

<FN>
(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 1.51%, 2.33% and 13.52% for the periods ended June 30, 2002, December 31, 2001 and 2000,
respectively.
(4) 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.
</FN>

See Notes to Financial Statements

107

PHOENIX-SENECA MID-CAP GROWTH SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
------- -----------

COMMON STOCKS--91.8%
ADVERTISING--2.9%
Lamar Advertising Co. (b) ............................... 50,500 $ 1,879,105
-----------
APPAREL RETAIL--5.8%
Limited Brands .......................................... 86,438 1,841,129
Talbots, Inc. (The) ..................................... 54,070 1,892,450
-----------
3,733,579
-----------
APPAREL, ACCESSORIES & LUXURY GOODS--1.8%
Polo Ralph Lauren Corp. (b) ............................. 51,470 1,152,928
-----------
APPLICATION SOFTWARE--3.7%
Electronic Arts, Inc. (b) ............................... 35,570 2,349,398
-----------
BANKS--3.4%
Charter One Financial, Inc. ............................. 63,887 2,196,435
-----------
BROADCASTING & CABLE TV--3.1%
Univision Communications, Inc. Class A (b) .............. 63,170 1,983,538
-----------
COMPUTER & ELECTRONICS RETAIL--3.0%
Circuit City Stores-Circuit City Group .................. 102,080 1,914,000
-----------
ELECTRICAL COMPONENTS & EQUIPMENT--2.0%
Molex, Inc. ............................................. 38,840 1,302,305
-----------
ELECTRONIC EQUIPMENT & INSTRUMENTS--3.5%
Jabil Circuit, Inc. (b) ................................. 107,670 2,272,914
-----------
HEALTH CARE DISTRIBUTORS & SERVICES--2.8%
AmerisourceBergen Corp. ................................. 23,290 1,770,040
-----------
HEALTH CARE EQUIPMENT--2.5%
St. Jude Medical, Inc. (b) .............................. 21,560 1,592,206
-----------
HOTELS, RESORTS & CRUISE LINES--3.4%
Starwood Hotels & Resorts Worldwide, Inc. ............... 65,930 2,168,438
-----------
HOUSEHOLD APPLIANCES--3.4%
Maytag Corp. ............................................ 50,820 2,167,473
-----------
HOUSEHOLD PRODUCTS--2.4%
Clorox Co. (The) ........................................ 37,490 1,550,212
-----------
HOUSEWARES & SPECIALTIES--2.7%
Newell Rubbermaid, Inc. ................................. 49,720 1,743,183
-----------
INDUSTRIAL GASES--3.4%
Air Products and Chemicals, Inc. ........................ 42,670 2,153,555
-----------
INDUSTRIAL MACHINERY--6.6%
Danaher Corp. ........................................... 31,300 2,076,755
SPX Corp. (b) ........................................... 18,590 2,184,325
-----------
4,261,080
-----------
IT CONSULTING & SERVICES--3.0%
Affiliated Computer Services, Inc. Class A (b) .......... 40,420 1,919,142
-----------
MANAGED HEALTH CARE--3.0%
Aetna, Inc. ............................................. 40,810 1,957,656
-----------
METAL & GLASS CONTAINERS--3.0%
Pactiv Corp. (b) ........................................ 82,010 1,951,838
-----------
PHARMACEUTICALS--3.8%
Allergan, Inc. .......................................... 36,480 2,435,040
-----------

SHARES VALUE
------- -----------

SEMICONDUCTOR EQUIPMENT--2.8%
Novellus Systems, Inc. (b) .............................. 51,930 $ 1,765,620
-----------
SEMICONDUCTORS--12.7%
Altera Corp. (b) ........................................ 128,870 1,752,632
Atmel Corp. (b) ......................................... 223,310 1,397,921
LSI Logic Corp. (b) ..................................... 170,820 1,494,675
Micrel, Inc. (b) ........................................ 66,690 959,002
QLogic Corp. (b) ........................................ 18,780 715,518
Semtech Corp. (b) ....................................... 69,070 1,844,169
-----------
8,163,917
-----------
SPECIALTY STORES--7.1%
AutoZone, Inc. (b) ...................................... 30,020 2,320,546
Tiffany & Co. ........................................... 62,970 2,216,544
-----------
4,537,090
-----------
TOTAL COMMON STOCKS
(Identified cost $63,191,280) ........................................ 58,920,692
-----------
FOREIGN COMMON STOCKS--4.9%

PHARMACEUTICALS--2.8%
Biovail Corp. (Canada) (b) .............................. 61,520 1,781,619
-----------
SEMICONDUCTORS--2.1%
Marvell Technology Group Ltd. (Bermuda) (b) ............. 67,890 1,350,332
-----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $4,455,822) ......................................... 3,131,951
-----------
TOTAL LONG TERM INVESTMENTS--96.7%
(Identified cost $67,647,102) ........................................ 62,052,643
-----------

STANDARD PAR
& POOR'S VALUE
RATING (000)
-------- -----

SHORT-TERM OBLIGATIONS--5.4%
COMMERCIAL PAPER--5.4%
Emerson Electric Co. 2%, 7/1/02 ................ A-1 $ 875 875,000
Receivables Capital Corp. 1.90%, 7/1/02 ........ A-1+ 650 650,000
Archer-Daniels-Midland Co. 1.77%, 7/2/02 ....... A-1 300 299,985
Verizon Network Funding Corp. 1.80%,
7/2/02 ....................................... A-1+ 150 149,992
ABSC Capital Corp. 1.80%, 7/9/02 ............... A-1+ 1,000 999,600
SBC Communications, Inc. 1.77%,
7/22/02 ...................................... A-1+ 500 499,484
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $3,474,061) ......................................... 3,474,061
-----------
TOTAL INVESTMENTS--102.1%
(Identified Cost $71,121,163) ........................................ 65,526,704(a)
Other assets and liabilities, net--(2.1)% ............................ (1,342,838)
-----------
NET ASSETS--100.0% ..................................................... $64,183,866
===========

<FN>
(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $2,698,882 and gross depreciation
of $8,293,341 for federal income tax purposes. At June 30, 2002, the aggregate
cost of securities for federal income tax purposes was $71,121,163.
(b) Non-income producing.
</FN>

See Notes to Financial Statements

108

PHOENIX-SENECA MID-CAP GROWTH SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $71,121,163) ....................... $ 65,526,704
Receivables
Fund shares sold ................................................................. 29,285
Dividends and interest ........................................................... 14,863
------------
Total assets ................................................................... 65,570,852
------------
LIABILITIES
Cash overdraft ..................................................................... 306
Payables
Investment securities purchased .................................................. 1,185,355
Fund shares repurchased .......................................................... 63,297
Investment advisory fee .......................................................... 43,932
Financial agent fee .............................................................. 8,411
Trustees' fee .................................................................... 3,717
Accrued expenses ................................................................... 81,968
------------
Total liabilities .............................................................. 1,386,986
------------
NET ASSETS ......................................................................... $ 64,183,866
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $ 95,569,031
Accumulated net investment loss .................................................. (209,969)
Accumulated net realized loss .................................................... (25,580,737)
Net unrealized depreciation ...................................................... (5,594,459)
------------
NET ASSETS ......................................................................... $ 64,183,866
============
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 5,661,655
============
Net asset value and offering price per share ....................................... $11.34
======

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends ........................................................................ $ 119,441
Interest ......................................................................... 46,389
------------
Total investment income ........................................................ 165,830
------------
EXPENSES
Investment advisory fee .......................................................... 281,158
Financial agent fee .............................................................. 49,621
Printing ......................................................................... 17,449
Professional ..................................................................... 15,158
Custodian ........................................................................ 4,598
Trustees ......................................................................... 3,455
Miscellaneous .................................................................... 4,379
------------
Total expenses ................................................................. 375,818
Custodian fees paid indirectly ................................................. (19)
------------
Net expenses ................................................................... 375,799
------------
NET INVESTMENT LOSS ................................................................ (209,969)
------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .................................................. (3,103,271)
Net change in unrealized appreciation (depreciation) on investments .............. (8,071,179)
------------
NET LOSS ON INVESTMENTS ............................................................ (11,174,450)
------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ............................... $(11,384,419)
============

See Notes to Financial Statements

109

PHOENIX-SENECA MID-CAP GROWTH SERIES

STATEMENT OF CHANGES IN NET ASSETS
SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
----------- -----------

FROM OPERATIONS
Net investment income (loss) ................................................................ $ (209,969) $ (357,510)
Net realized gain (loss) .................................................................... (3,103,271) (19,873,580)
Net change in unrealized appreciation (depreciation) ........................................ (8,071,179) (550,926)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................................. (11,384,419) (20,782,016)
----------- -----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (1,259,197 and 2,791,753 shares, respectively) ................ 16,372,560 41,997,776
Cost of shares repurchased (749,775 and 1,607,612 shares, respectively) ..................... (9,699,133) (23,336,210)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ................................... 6,673,427 18,661,566
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS ....................................................... (4,710,992) (2,120,450)
NET ASSETS
Beginning of period ......................................................................... 68,894,858 71,015,308
----------- -----------
END OF PERIOD (INCLUDING ACCUMULATED NET INVESTMENT LOSS OF ($209,969) AND $0,
RESPECTIVELY) ............................................................................. $64,183,866 $68,894,858
=========== ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS YEAR ENDED FROM
ENDED DECEMBER 31, INCEPTION
6/30/02 -------------------------- 3/2/98 TO
(UNAUDITED) 2001 2000 1999 12/31/98
----------- ------ ------ ------ ----------

Net asset value, beginning of period ............................ $13.37 $17.90 $17.28 $12.16 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(4) ............................... (0.04) (0.08) (0.06) -- 0.01
Net realized and unrealized gain (loss) ....................... (1.99) (4.45) 2.51 5.54 2.16
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ............................ (2.03) (4.53) 2.45 5.54 2.17
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income .......................... -- -- -- -- (0.01)
Distributions from net realized gains ......................... -- -- (1.83) (0.42) --
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS ......................................... -- -- (1.83) (0.42) (0.01)
------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE ....................................... (2.03) (4.53) 0.62 5.12 2.16
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD .................................. $11.34 $13.37 $17.90 $17.28 $12.16
====== ====== ====== ====== ======
Total return .................................................... (15.22)%(2) (25.28)% 13.75% 45.62% 21.75%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ........................... $64,184 $68,895 $71,015 $21,857 $7,897
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(3) ......................................... 1.07%(1)(5) 1.05%(5) 1.05% 1.05% 1.05%(1)
Net investment income (loss) .................................. (0.60)%(1) (0.52)% (0.28)% (0.33)% 0.15%(1)
Portfolio turnover .............................................. 61%(2) 137% 97% 169% 127%(2)

<FN>
(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 1.10%, 1.19%, 2.04% and 2.82% for the periods ended December 31, 2001, 2000, 1999 and 1998,
respectively.
(4) Computed using average shares outstanding.
(5) 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.
</FN>

See Notes to Financial Statements

110

PHOENIX-SENECA STRATEGIC THEME SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
-------- -----------

COMMON STOCKS--93.8%
AIR FREIGHT & COURIERS--3.5%
United Parcel Service, Inc. Class B ..................... 54,300 $ 3,353,025
-----------
BROADCASTING & CABLE TV--3.5%
Clear Channel Communications, Inc. (b) .................. 104,160 3,335,203
-----------
COMPUTER HARDWARE--5.3%
Dell Computer Corp. (b) ................................. 162,770 4,254,808
International Business Machines Corp. ................... 12,700 914,400
-----------
5,169,208
-----------
DIVERSIFIED FINANCIAL SERVICES--12.7%
American Express Co. .................................... 92,520 3,360,326
Citigroup, Inc. ......................................... 103,306 4,003,108
Goldman Sachs Group, Inc. (The) ......................... 66,400 4,870,440
-----------
12,233,874
-----------
HEALTH CARE EQUIPMENT--7.9%
Baxter International, Inc. .............................. 76,220 3,387,979
Medtronic, Inc. ......................................... 98,320 4,213,012
-----------
7,600,991
-----------
HEALTH CARE FACILITIES--3.5%
HCA, Inc. ............................................... 70,400 3,344,000
-----------
HOME IMPROVEMENT RETAIL--3.0%
Home Depot, Inc. (The) .................................. 79,200 2,909,016
-----------
HOTELS, RESORTS & CRUISE LINES--3.3%
Starwood Hotels & Resorts Worldwide, Inc. ............... 97,720 3,214,011
-----------
HOUSEHOLD PRODUCTS--3.4%
Procter & Gamble Co. (The) .............................. 37,200 3,321,960
-----------
INDUSTRIAL MACHINERY--9.7%
Danaher Corp. ........................................... 74,420 4,937,767
SPX Corp. (b) ........................................... 37,500 4,406,250
-----------
9,344,017
-----------
MANAGED HEALTH CARE--3.8%
Aetna, Inc. ............................................. 77,080 3,697,527
-----------
MOVIES & ENTERTAINMENT--4.4%
Viacom, Inc. Class B (b) ................................ 95,910 4,255,527
-----------
SEMICONDUCTOR EQUIPMENT--3.1%
Applied Materials, Inc. (b) ............................. 157,480 2,995,270
-----------
SEMICONDUCTORS--14.2%
Intel Corp. ............................................. 170,270 3,110,833
Micron Technology, Inc. (b) ............................. 179,090 3,621,200
Texas Instruments, Inc. ................................. 179,530 4,254,861
Xilinx, Inc. (b) ........................................ 122,080 2,738,254
-----------
13,725,148
-----------
SOFT DRINKS--4.0%
PepsiCo, Inc. ........................................... 79,460 3,829,972
-----------
SPECIALTY STORES--4.4%
Tiffany & Co. ........................................... 122,140 4,299,328
-----------
SYSTEMS SOFTWARE--4.1%
Microsoft Corp. (b) ..................................... 73,300 4,009,510
-----------
TOTAL COMMON STOCKS
(Identified cost $103,629,110) ....................................... 90,637,587
-----------

SHARES VALUE
-------- -----------

FOREIGN COMMON STOCKS--4.5%
SEMICONDUCTORS--4.5%
Taiwan Semiconductor Manufacturing Co. Ltd. ADR
(Taiwan) (b) .......................................... 332,882 $ 4,327,466
-----------
TOTAL FOREIGN COMMON STOCKS
(Identified cost $4,876,581) ......................................... 4,327,466
-----------
TOTAL LONG TERM INVESTMENTS--98.3%
(Identified cost $108,505,691) ....................................... 94,965,053
-----------

STANDARD PAR
& POOR'S VALUE
RATING (000)
-------- ------

SHORT-TERM OBLIGATIONS--1.3%
COMMERCIAL PAPER--1.3%
Ciesco LP 1.90%, 7/2/02 ........................... A-1+ $1,255 1,254,933
-----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $1,254,934) ......................................... 1,254,933
-----------
TOTAL INVESTMENTS--99.6%
(Identified Cost $109,760,625) ....................................... 96,219,986(a)
Other assets and liabilities, net--0.4% .............................. 399,402
-----------
NET ASSETS--100.0% ..................................................... $96,619,388
===========

<FN>
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $2,835,203 and gross depreciation
of $16,375,842 for federal income tax purposes. At June 30, 2002, the aggregate
cost of securities for federal income tax purposes was $109,760,625.
(b) Non-income producing.
</FN>

See Notes to Financial Statements

111

PHOENIX-SENECA STRATEGIC THEME SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $109,760,625) ...................... $ 96,219,986
Cash ............................................................................... 179
Receivables
Investment securities sold ....................................................... 5,188,490
Fund shares sold ................................................................. 24,023
Dividends and interest ........................................................... 6,374
------------
Total assets ................................................................... 101,439,052
------------
LIABILITIES
Payables
Investment securities purchased .................................................. 4,480,517
Fund shares repurchased .......................................................... 122,170
Investment advisory fee .......................................................... 64,022
Financial agent fee .............................................................. 11,575
Trustees' fee .................................................................... 3,717
Accrued expenses ................................................................... 137,663
------------
Total liabilities .............................................................. 4,819,664
------------
NET ASSETS ......................................................................... $ 96,619,388
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $194,993,243
Accumulated net investment loss .................................................. (331,437)
Accumulated net realized loss .................................................... (84,501,779)
Net unrealized depreciation ...................................................... (13,540,639)
------------
NET ASSETS ......................................................................... $ 96,619,388
============
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 11,494,499
============
Net asset value and offering price per share ....................................... $8.41
=====

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends ........................................................................ $ 231,636
Interest ......................................................................... 54,180
Foreign tax withheld ............................................................. (15,395)
------------
Total investment income ........................................................ 270,421
------------
EXPENSES
Investment advisory fee .......................................................... 464,273
Financial agent fee .............................................................. 72,508
Printing ......................................................................... 30,852
Professional ..................................................................... 15,580
Custodian ........................................................................ 9,562
Trustees ......................................................................... 3,455
Miscellaneous .................................................................... 5,894
------------
Total expenses ................................................................. 602,124
Custodian fees paid indirectly ................................................. (266)
------------
Net expenses ................................................................... 601,858
------------
NET INVESTMENT LOSS ................................................................ (331,437)
------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .................................................. (8,026,468)
Net change in unrealized appreciation (depreciation) on investments .............. (22,437,334)
------------
NET LOSS ON INVESTMENTS ............................................................ (30,463,802)
------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ............................... $(30,795,239)
============

See Notes to Financial Statements

112

PHOENIX-SENECA STRATEGIC THEME SERIES

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
----------- ------------

FROM OPERATIONS
Net investment income (loss) ................................................................ $ (331,437) $ (490,864)
Net realized gain (loss) .................................................................... (8,026,468) (70,937,839)
Net change in unrealized appreciation (depreciation) ........................................ (22,437,334) 15,104,041
----------- ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................................. (30,795,239) (56,324,662)
----------- ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net realized short-term gains ............................................................... -- (4,577,499)
Net realized long-term gains ................................................................ -- (41,567)
----------- ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS ................................... -- (4,619,066)
----------- ------------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (862,644 and 3,047,646 shares, respectively) .................. 8,878,083 38,481,933
Net asset value of shares issued from reinvestment of distributions (0 and 352,756 shares,
respectively) ............................................................................. -- 4,619,066
Cost of shares repurchased (2,135,546 and 3,750,199 shares, respectively) ................... (21,559,677) (45,578,210)
----------- ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ................................... (12,681,594) (2,477,211)
----------- ------------
NET INCREASE (DECREASE) IN NET ASSETS ....................................................... (43,476,833) (63,420,939)
NET ASSETS
Beginning of period ......................................................................... 140,096,221 203,517,160
----------- ------------
END OF PERIOD (INCLUDING ACCUMULATED NET INVESTMENT LOSS OF $($331,437) AND $0, RESPECTIVELY) $96,619,388 $140,096,221
=========== ============

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
6/30/02 --------------------------------------------------
(UNAUDITED) 2001 2000 1999 1998 1997
----------- ------ ------ ------ ------ ------

Net asset value, beginning of period .............. $10.97 $15.52 $20.21 $15.40 $11.32 $10.98
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .................... (0.03) (0.04)(3) (0.07)(3) -- 0.01 0.05
Net realized and unrealized gain (loss) ......... (2.53) (4.15) (2.20) 8.19 5.03 1.82
------ ------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS .............. (2.56) (4.19) (2.27) 8.19 5.04 1.87
------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ............ -- -- -- -- (0.01) (0.05)
Distributions from net realized gains ........... -- (0.36) (2.42) (2.91) (0.95) (1.47)
Tax return of capital ........................... -- -- -- (0.47) -- (0.01)
------ ------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS ........................... -- (0.36) (2.42) (3.38) (0.96) (1.53)
------ ------ ------ ------ ------ ------
CHANGE IN NET ASSET VALUE ......................... (2.56) (4.55) (4.69) 4.81 4.08 0.34
------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD .................... $ 8.41 $10.97 $15.52 $20.21 $15.40 $11.32
====== ====== ====== ====== ====== ======
Total return ...................................... (23.39)%(5) (27.36)% (11.46)% 54.98% 44.69% 17.16%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ............. $96,619 $140,096 $203,517 $177,351 $75,098 $47,620
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses(1) ........................... 0.97%(2)(4) 0.96%(2) 0.92% 0.97% 0.99% 1.00%
Net investment income (loss) .................... (0.54)%(4) (0.30)% (0.32)% (0.18)% (0.01)% 0.42%
Portfolio turnover ................................ 58%(5) 162% 118% 150% 364% 642%

<FN>
(1) 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% for the periods ended December 31, 1997.
(2) The ratio of operating expenses to average net assets excludes the effect of expense offsets from custodian fees if
expense offsets were included, the ratio would not significantly differ.
(3) Computed using average shares outstanding.
(4) Annualized.
(5) Not annualized.
</FN>

See Notes to Financial Statements

113

PHOENIX-VAN KAMPEN FOCUS EQUITY SERIES

SCHEDULE OF INVESTMENTS
JUNE 30, 2002
(UNAUDITED)

SHARES VALUE
------ ----------

COMMON STOCKS--95.5%
AEROSPACE & DEFENSE--2.0%
General Dynamics Corp. .................................. 1,400 $ 148,890
----------
BANKS--1.2%
Bank of New York Co., Inc. (The) ........................ 2,700 91,125
----------
BIOTECHNOLOGY--1.1%
Amgen, Inc. (b) ......................................... 1,375 57,585
Gilead Sciences, Inc. (b) ............................... 700 23,016
----------
80,601
----------
BROADCASTING & CABLE TV--1.5%
Liberty Media Corp. Class A (b) ......................... 7,648 76,480
Univision Communications, Inc. Class A (b) .............. 1,125 35,325
----------
111,805
----------
COMPUTER HARDWARE--2.9%
Dell Computer Corp. (b) ................................. 5,550 145,077
International Business Machines Corp. ................... 950 68,400
----------
213,477
----------
CONSUMER FINANCE--2.5%
Capital One Financial Corp. ............................. 2,975 181,624
----------
DATA PROCESSING SERVICES--1.7%
First Data Corp. ........................................ 3,275 121,830
----------
DIVERSIFIED FINANCIAL SERVICES--11.5%
American Express Co. .................................... 1,200 43,584
Citigroup, Inc. ......................................... 8,708 337,435
Freddie Mac ............................................. 5,850 358,020
Goldman Sachs Group, Inc. (The) ......................... 1,500 110,025
----------
849,064
----------
GENERAL MERCHANDISE STORES--5.8%
BJ's Wholesale Club, Inc. (b) ........................... 2,425 93,362
Wal-Mart Stores, Inc. ................................... 6,150 338,312
----------
431,674
----------
HEALTH CARE DISTRIBUTORS & SERVICES--2.5%
Laboratory Corporation of America Holdings (b) .......... 4,050 184,882
----------
HEALTH CARE EQUIPMENT--2.2%
Baxter International, Inc. .............................. 1,525 67,786
Medtronic, Inc. ......................................... 2,275 97,484
----------
165,270
----------
HEALTH CARE FACILITIES--2.1%
HCA, Inc. ............................................... 3,250 154,375
----------
HOME IMPROVEMENT RETAIL--3.5%
Home Depot, Inc. (The) .................................. 7,050 258,946
----------
HOUSEHOLD PRODUCTS--2.3%
Procter & Gamble Co. (The) .............................. 1,925 171,902
----------
INDUSTRIAL CONGLOMERATES--7.4%
General Electric Co. .................................... 18,750 544,688
----------
INTEGRATED TELECOMMUNICATION SERVICES--1.7%
Verizon Communications, Inc. ............................ 3,160 126,874
----------
MOVIES & ENTERTAINMENT--2.2%
Viacom, Inc. Class B (b) ................................ 3,600 159,732
----------
MULTI-LINE INSURANCE--2.4%
American International Group, Inc. ...................... 2,600 177,398
----------

SHARES VALUE
------ ----------

NETWORKING EQUIPMENT--2.6%
Cisco Systems, Inc. (b) ................................. 13,800 $ 192,510
----------
OIL & GAS EQUIPMENT & SERVICES--3.4%
Baker Hughes, Inc. ...................................... 5,550 184,760
BJ Services Co. (b) ..................................... 1,925 65,219
----------
249,979
----------
PHARMACEUTICALS--11.9%
Johnson & Johnson ....................................... 3,175 165,926
Pfizer, Inc. ............................................ 12,300 430,500
Wyeth ................................................... 5,475 280,320
----------
876,746
----------
SEMICONDUCTOR EQUIPMENT--1.0%
Applied Materials, Inc. (b) ............................. 4,050 77,031
----------
SEMICONDUCTORS--6.2%
Intel Corp. ............................................. 11,825 216,043
Linear Technology Corp. ................................. 2,075 65,217
Maxim Integrated Products, Inc. (b) ..................... 625 23,956
Texas Instruments, Inc. ................................. 5,625 133,313
Xilinx, Inc. (b) ........................................ 800 17,944
----------
456,473
----------
SOFT DRINKS--3.6%
Coca-Cola Co. (The) ..................................... 3,325 186,200
PepsiCo, Inc. ........................................... 1,590 76,638
----------
262,838
----------
SYSTEMS SOFTWARE--7.7%
Microsoft Corp. (b) ..................................... 9,275 507,343
Oracle Corp. (b) ........................................ 4,600 43,562
VERITAS Software Corp. (b) .............................. 1,075 21,274
----------
572,179
----------
TELECOMMUNICATIONS EQUIPMENT--0.4%
QUALCOMM, Inc. (b) ...................................... 1,125 30,926
----------
TOBACCO--2.2%
Philip Morris Cos., Inc. ................................ 3,700 161,616
----------
TOTAL COMMON STOCKS
(Identified cost $8,157,814) ......................................... 7,054,455
----------
TOTAL LONG TERM INVESTMENTS--95.5%
(Identified cost $8,157,814) ......................................... 7,054,455
==========

PAR
VALUE
(000)
-----

SHORT-TERM OBLIGATIONS--4.1%
REPURCHASE AGREEMENTS--4.1%
State Street Bank & Trust Co. repurchase agreement,
0.25% dated 6/28/02 due 7/1/02, repurchase price
$303,006 collateralized by U.S. Treasury Note
6.75%, 5/15/05, market value $313,500 ................. $303 303,000
----------
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $303,000) ........................................... 303,000
----------
TOTAL INVESTMENTS--99.6%
(Identified Cost $8,460,814) ......................................... 7,357,455(a)
Other assets and liabilities, net--0.4% .............................. 28,506
----------
NET ASSETS--100.0% ..................................................... $7,385,961
==========

<FN>
(a) Federal Income Tax Information: Net unrealized depreciation of investment
securities is comprised of gross appreciation of $97,818 and gross depreciation
of $2,013,277 for federal income tax purposes. At June 30, 2002, the aggregate
cost of securities for federal income tax purposes was $9,272,914.
(b) Non-income producing.
</FN>

See Notes to Financial Statements

114

PHOENIX-VAN KAMPEN FOCUS EQUITY SERIES

STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2002
(UNAUDITED)

ASSETS
Investment securities at value (Identified cost $8,460,814) ........................ $ 7,357,455
Cash ............................................................................... 759
Receivables
Investment securities sold ....................................................... 260,424
Fund shares sold ................................................................. 17,280
Receivable from adviser .......................................................... 6,239
Dividends and interest ........................................................... 6,039
-----------
Total assets ................................................................... 7,648,196
-----------
LIABILITIES
Payables
Investment securities purchased .................................................. 156,859
Fund shares repurchased .......................................................... 1,605
Printing fee ..................................................................... 72,872
Professional fee ................................................................. 17,095
Financial agent fee .............................................................. 3,976
Trustees' fee .................................................................... 3,717
Accrued expenses ................................................................... 6,111
-----------
Total liabilities .............................................................. 262,235
-----------
NET ASSETS ......................................................................... $ 7,385,961
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest ................................. $11,261,943
Accumulated net investment loss .................................................. (9,471)
Accumulated net realized loss .................................................... (2,763,152)
Net unrealized depreciation ...................................................... (1,103,359)
-----------
NET ASSETS ......................................................................... $ 7,385,961
===========
Shares of beneficial interest outstanding, $1 par value, unlimited authorization ... 1,163,897
===========
Net asset value and offering price per share ....................................... $6.35
=====

STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)

INVESTMENT INCOME
Dividends ........................................................................ $ 33,759
Interest ......................................................................... 508
-----------
Total investment income ........................................................ 34,267
-----------
EXPENSES
Investment advisory fee .......................................................... 34,862
Financial agent fee .............................................................. 23,483
Professional ..................................................................... 17,501
Printing ......................................................................... 14,399
Custodian ........................................................................ 11,436
Trustees ......................................................................... 3,455
Miscellaneous .................................................................... 3,080
-----------
Total expenses ................................................................. 108,216
Less expenses borne by investment adviser ...................................... (64,478)
-----------
Net expenses ................................................................... 43,738
-----------
NET INVESTMENT LOSS ................................................................ (9,471)
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on securities .................................................. (511,650)
Net change in unrealized appreciation (depreciation) on investments .............. (1,197,152)
-----------
NET LOSS ON INVESTMENTS ............................................................ (1,708,802)
-----------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ............................... $(1,718,273)
===========

See Notes to Financial Statements

115

PHOENIX-VAN KAMPEN FOCUS EQUITY SERIES

STATEMENT OF CHANGES IN NET ASSETS

SIX MONTHS
ENDED
6/30/02 YEAR ENDED
(UNAUDITED) 12/31/01
----------- -----------

FROM OPERATIONS
Net investment income (loss) ................................................................ $ (9,471) $ (17,294)
Net realized gain (loss) .................................................................... (511,650) (1,924,289)
Net change in unrealized appreciation (depreciation) ........................................ (1,197,152) 596,807
----------- -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................................. (1,718,273) (1,344,776)
----------- -----------
FROM SHARE TRANSACTIONS
Proceeds from sales of shares (188,896 and 563,359 shares, respectively) .................... 1,369,890 4,704,187
Cost of shares repurchased (124,244 and 239,892 shares, respectively) ....................... (875,456) (1,904,735)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS ................................... 494,434 2,799,452
----------- -----------
INCREASE (DECREASE) IN NET ASSETS ........................................................... (1,223,839) 1,454,676
NET ASSETS
Beginning of period ......................................................................... 8,609,800 7,155,124
----------- -----------
END OF PERIOD (INCLUDING ACCUMULATED NET INVESTMENT LOSS OF ($9,471) AND $0, RESPECTIVELY) . $ 7,385,961 $ 8,609,800
=========== ===========

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

SIX MONTHS YEAR ENDED
ENDED DECEMBER 31, FROM INCEPTION
6/30/02 ------------------ 12/15/99 TO
(UNAUDITED) 2001 2000 12/31/99
----------- ------ ------ --------------

Net asset value, beginning of period ................................. $ 7.83 $ 9.22 $10.63 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ....................................... (0.01) (0.02)(5) (0.04)(5) --
Net realized and unrealized gain (loss) ............................ (1.47) (1.37) (1.36) 0.63
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ................................. (1.48) (1.39) (1.40) 0.63
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income ............................... -- -- --(4) --
Distributions from net realized gains .............................. -- -- (0.01) --
------ ------ ------ ------
TOTAL DISTRIBUTIONS .............................................. -- -- (0.01) --
------ ------ ------ ------
CHANGE IN NET ASSET VALUE ............................................ (1.48) (1.39) (1.41) 0.63
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD ....................................... $ 6.35 $ 7.83 $ 9.22 $10.63
====== ====== ====== ======
Total return ......................................................... (18.98)%(2) (15.08)% (13.16)% 6.31%(2)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) ................................ $7,386 $8,610 $7,155 $5,402
RATIO TO AVERAGE NET ASSETS OF:
Operating expenses (3) ............................................. 1.07%(1) 1.00%(6) 1.00% 1.00%(1)
Net investment income (loss) ....................................... (0.23)%(1) (0.21)% (0.34)% 0.39%(1)
Portfolio turnover ................................................... 67%(2) 110% 86% 2%(2)

<FN>
(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 2.64%, 3.18%, 2.90% and 8.11% for the periods ended June 30, 2002, December 31, 2001,
2000 and 1999, respectively.
(4) Amount is less than $0.01.
(5) Computed using average shares outstanding.
(6) 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.
</FN>

See Notes to Financial Statements

116

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)

The Fund is comprised of 27 Series each having a distinct investment
objective as outlined below:

- ----------------------------------------------------------------------------------------------------------------------------------
FUND NAME INVESTMENT OBJECTIVE
- ----------------------------------------------------------------------------------------------------------------------------------

Phoenix-Aberdeen International Series ("Aberdeen International") High total return consistent with reasonable risk.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series ("Aberdeen New Asia") Long-term capital appreciation.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-AIM Mid-Cap Equity Series ("AIM Mid-Cap Equity") Long-term growth of capital.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Alliance/Bernstein Growth + Value Series Long-term capital growth.
("Alliance/Bernstein Growth + Value")
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Deutsche Dow 30 Series ("Deutsche Dow 30") Track the total return of the Dow Jones Industrial Average(SM)
before fund expenses.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Deutsche Nasdaq-100 Index(R) Series ("Deutsche Nasdaq-100 Track the total return of the NASDAQ 100 Index(R) before
Index(R)") fund expenses.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities Series Capital appreciation and income with approximately equal
("Duff & Phelps Real Estate Securities") emphasis.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Capital Growth Series ("Engemann Intermediate and long-term growth of capital, with income
Capital Growth") as a secondary consideration.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Small & Mid-Cap Growth Series Long-term growth of capital by normally investing at least
("Engemann Small & Mid-Cap Growth") 80% of assets in equities of "small-cap" and "mid-cap"
companies with market capitalization under $2.5 billion.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Federated U.S. Government Bond Series Maximize total return by investing primarily in debt
("Federated U.S. Government Bond") obligations of the U.S. Government, its agencies and
instrumentalities.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market Series Provide maximum current income consistent with capital
("Goodwin Money Market") preservation and liquidity.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income Series Long-term total return.
("Goodwin Multi-Sector Fixed Income")
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity Series Long-term capital appreciation and a secondary investment
("Hollister Value Equity") objective to seek current income.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-J.P. Morgan Research Enhanced Index Series High total return by investing in a broadly diversified
("J.P. Morgan Research Enhanced Index") portfolio of equity securities of large and medium
capitalization companies within market sectors reflected in
the S&P 500.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Flexible Income Series Maximum total return consistent with the preservation of
("Janus Flexible Income") capital.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Growth Series ("Janus Growth") Long-term capital growth consistent with the preservation of
capital.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-MFS Investors Growth Stock Series Long-term growth of capital and future income rather than
("MFS Investors Growth Stock") current income.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-MFS Investors Trust Series ("MFS Investors Trust") Long-term growth of capital and secondarily to provide
reasonable current income.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-MFS Value Series ("MFS Value") Capital appreciation and reasonable income.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income Series Dividend growth, current income and capital appreciation
("Oakhurst Growth and Income") by investing in common
stocks.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Strategic Allocation Series Realize as high a level of total rate of return over an
("Oakhurst Strategic Allocation") extended period of time as is considered consistent with
prudent investment risk.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Sanford Bernstein Global Value Series Long-term capital appreciation through investing in foreign
("Sanford Bernstein Global Value") and domestic equity securities.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Sanford Bernstein Mid-Cap Value Series Long-term capital appreciation with current income as the
("Sanford Bernstein Mid-Cap Value") secondary investment objective.
- ----------------------------------------------------------------------------------------------------------------------------------

117

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2002
(UNAUDITED)

Phoenix-Sanford Bernstein Small-Cap Value Series Long-term capital appreciation by investing primarily in
("Sanford Bernstein Small-Cap Value") small-capitalization stocks the adviser believes are
undervalued. Current income is a secondary objective.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth Series Capital appreciation primarily through investments in equity
("Seneca Mid-Cap Growth") securities of companies that have the potential for above
average market appreciation.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Strategic Theme Series Long-term appreciation of capital by identifying securities
("Seneca Strategic Theme") benefiting from long-term trends present in the
United States and abroad.
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Van Kampen Focus Equity Series ("Van Kampen Focus Equity") Capital appreciation by investing primarily in equity
(formerly Phoenix-Morgan Stanley Focus Equity Series) securities.
- ----------------------------------------------------------------------------------------------------------------------------------

Certain securities held by the following Series were valued on the basis of
a price provided by a principal market maker. The prices provided by the
principal market makers may differ from the value that would be realized if
the securities were sold. At June 30, 2002, the total value of securities
for which prices were provided by principal market makers represented
(approximately) the following percentages of net assets:

SERIES PERCENTAGE OF NET ASSETS
------ ------------------------
Goodwin Multi-Sector Fixed Income ............... 6.3%

REDUCTION IN INCREASE IN UNREALIZED
SERIES COST OF SECURITIES APPRECIATION (DEPRECIATION)
------ ------------------ ---------------------------

Engemann Capital Growth ...................... $ 876 $ 876
Federated U.S. Government Bond ............... 30,566 30,566
Goodwin Multi-Sector Fixed Income ............ 63,340 63,340
Janus Flexible Income ........................ 2,585 2,585
Oakhurst Strategic Allocation ................ 75,019 75,019

118

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2002
(UNAUDITED)

INCREASE (DECREASE) IN NET UNREALIZED NET REALIZED
NET INVESTMENT APPRECIATION GAINS
SERIES INCOME (DEPRECIATION) (LOSSES)
------ ---------------------- -------------- ------------

Engemann Capital Growth ............................. $ (30,601) $ 26,722 $ 3,879
Federated U.S. Government Bond ...................... (38,093) 28,391 9,702
Goodwin Multi-Sector Fixed Income ................... 13,561 23,682 (37,243)
J.P. Morgan Research Enhanced Index ................. (3,041) 832 2,209
Janus Flexible Income ............................... (20,066) 7,394 12,672
Oakhurst Strategic Allocation ....................... (141,191) 138,357 2,834

D. DISTRIBUTIONS TO SHAREHOLDERS
Distributions are recorded by each Series on the ex-dividend date and all
distributions are reinvested into the Fund. Income and capital gain
distributions are determined in accordance with income tax regulations which
may differ from generally accepted accounting principles. These differences
include the treatment of non-taxable dividends, expiring capital loss
carryforwards, foreign currency gain/loss, gain/loss on futures contracts,
partnerships, and losses deferred due to wash sales and excise tax
regulations. Permanent book and tax basis differences relating to
shareholder distributions will result in reclassifications to paid in
capital. Certain distribution amounts have been reclassified to conform to
the current year presentation.

G. FUTURES CONTRACTS
Certain Series may enter into financial futures contracts as a hedge against
anticipated changes in the market value of their portfolio securities. A
futures contract is an agreement between two parties to buy and sell a
security at a set price on a future date. Upon entering into a futures
contract, the Series is required to pledge to the broker an amount of cash
and/or securities equal to the "initial margin" requirements of the futures
exchange on which the contract is traded. Pursuant to the contract, the
Series agrees to receive from or pay to the broker an amount of cash equal
to the daily fluctuation in the value of the contract. Such receipts or
payments are known as "variation margins" and are recorded by the Series as
unrealized gains or losses. When the contract is closed, the Series records
a realized gain or loss equal to the difference between the value of the
contract at the time it was opened and the value at the time it was closed.
The potential risks to the Series are that the change in value of the
futures contract may not correspond to the change in value of the hedged
instruments and the counterparty may not fulfill its contractual obligations
related to the contract.

H. OPTIONS
Certain Series may write covered options or purchase options contracts for
the purpose of hedging against changes in the market value of the underlying
securities or foreign currencies.

119

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2002
(UNAUDITED)

Each Series may purchase options which are included in the Series' Schedule
of Investments and subsequently marked-to-market to reflect the current
value of the option. When a purchased option is exercised, the cost of the
security is adjusted by the amount of premium paid. The risk associated with
purchased options is limited to the premium paid. At June 30, 2002, the Fund
had no options outstanding.

L. SWAP AGREEMENTS
Certain Series may invest in swap agreements for the purpose of hedging
against changes in interest rates or foreign currencies. Swap agreements
involve the exchange by the Series with another party of their respective
commitments to pay or receive interest, (e.g., an exchange of floating rate
payments for fixed rate payments) with respect to a notional amount of
principal. Swaps are marked to market daily based upon quotations from
market makers and the change, if any, is recorded as an unrealized gain or
loss in the Statement of Operations. Net payments of interest are recorded
as interest income. Entering into these agreements involves, to varying
degrees, elements of credit and market risk in excess of the amounts
recognized on the Statement of Assets and Liabilities. Such risks involve
the possibility that there will be no liquid market for these agreements,
that the counterparty to the agreement may default on its obligation to
perform and that there may be unfavorable changes in the fluctuation of
interest and/or exchange rates. At June 30, 2002, the Fund had no swap
agreements outstanding.

RATE FOR FIRST RATE FOR NEXT RATE FOR OVER
SERIES ADVISER $250 MILLION $250 MILLION $500 MILLION
------ ------- -------------- ------------- -------------

Aberdeen International .......................... PIC 0.75% 0.70% 0.65%
Aberdeen New Asia ............................... PAIA 1.00 1.00 1.00
AIM Mid-Cap Equity .............................. PVA 0.85 0.85 0.85
Alliance/Bernstein Growth + Value ............... PVA 0.85 0.85 0.85
Deutsche Dow 30 ................................. PVA 0.35 0.35 0.35
Deutsche Nasdaq-100 Index(R) .................... PVA 0.35 0.35 0.35
Engemann Capital Growth ......................... PIC 0.70 0.65 0.60
Engemann Small & Mid-Cap Growth ................. PIC 0.90 0.90 0.90
Federated U.S. Government Bond .................. PVA 0.60 0.60 0.60
Goodwin Money Market ............................ PIC 0.40 0.35 0.30
Goodwin Multi-Sector Fixed Income ............... PIC 0.50 0.45 0.40
Hollister Value Equity .......................... PIC 0.70 0.65 0.60

120

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2002
(UNAUDITED)

RATE FOR FIRST RATE FOR NEXT RATE FOR OVER
SERIES (CONTINUED) ADVISER $250 MILLION $250 MILLION $500 MILLION
------ ------- -------------- ------------- -------------

J.P. Morgan Research Enhanced Index ...................... PVA 0.45% 0.45% 0.45%
Janus Flexible Income .................................... PVA 0.80 0.80 0.80
Janus Growth ............................................. PVA 0.85 0.85 0.85
MFS Investors Growth Stock ............................... PVA 0.75 0.75 0.75
MFS Investors Trust ...................................... PVA 0.75 0.75 0.75
MFS Value ................................................ PVA 0.75 0.75 0.75
Oakhurst Growth and Income ............................... PIC 0.70 0.65 0.60
Oakhurst Strategic Allocation ............................ PIC 0.60 0.55 0.50
Sanford Bernstein Global Value ........................... PVA 0.90 0.90 0.90
Sanford Bernstein Mid-Cap Value .......................... PVA 1.05 1.05 1.05
Sanford Bernstein Small Cap Value ........................ PVA 1.05 1.05 1.05
Seneca Mid-Cap Growth .................................... PIC 0.80 0.80 0.80
Seneca Strategic Theme ................................... PIC 0.75 0.70 0.65
Van Kampen Focus Equity .................................. PVA 0.85 0.85 0.85

RATE FOR FIRST RATE FOR NEXT RATE FOR OVER
$1 BILLION $1 BILLION $2 BILLION
-------------- ------------- -------------

Duff & Phelps Real Estate Securities ..................... DPIM 0.75 0.70 0.65

SERIES SUBADVISER
------ ----------

Aberdeen International Aberdeen Fund Managers, Inc. ("Aberdeen")
Aberdeen New Asia Aberdeen Fund Managers, Inc. ("Aberdeen") and Phoenix Investment Council ("PIC")
AIM Mid-Cap Equity A I M Capital Management ("AIM")
Alliance/Bernstein Growth + Value Alliance Capital Management ("Alliance")
Deutsche Dow 30 Deutsche Asset-Management ("DAMI")
Deutsche Nasdaq-100 Index(R) Deutsche Asset-Management ("DAMI")
Engemann Capital Growth Roger Engemann & Associates ("Engemann")
Engemann Small & Mid-Cap Growth Roger Engemann & Associates ("Engemann")
Federated U.S. Government Bond Federated Investment Management Company ("Federated")
J.P. Morgan Research Enhanced Index J.P. Morgan Investment Management, Inc. ("J.P. Morgan")
Janus Flexible Income Janus Capital Corporation ("Janus")
Janus Growth Janus Capital Corporation ("Janus")
MFS Investors Growth Stock MFS Investment Management ("MFS")
MFS Investors Trust MFS Investment Management ("MFS")
MFS Value MFS Investment Management ("MFS")
Sanford Bernstein Global Value Alliance Capital Management L.P. ("Alliance")
Sanford Bernstein Mid-Cap Value Alliance Capital Management L.P. ("Alliance")
Sanford Bernstein Small Cap Value Alliance Capital Management L.P. ("Alliance")
Seneca Mid-Cap Growth Seneca Capital Management, LLC ("Seneca")
Seneca Strategic Theme Seneca Capital Management, LLC ("Seneca")
Van Kampen Focus Equity Morgan Stanley Investment Management ("MSIM")

PIC, PVA, and PAIA employ subadvisors to furnish portfolio management
services to the Series, subject to Investment Subadvisory Agreements, the
terms of which are described below.

PIC is an indirect wholly-owned subsidiary of Phoenix Investment Partners,
Ltd. DPIM is a subsidiary of Phoenix Investment Partners, Ltd. Roger
Engemann & Associates, Inc. is a wholly-owned subsidiary of Pasadena Capital
Corporation, which in turn is a wholly-owned subsidiary of Phoenix
Investment Partners, Ltd. A majority of the equity interest of Seneca
Capital Management LLC are owned by Phoenix Investment Partners, Ltd.
Phoenix Investment Partners in turn is a wholly-owned subsidiary of The
Phoenix Companies, Inc.

121

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2002
(UNAUDITED)

Pursuant to a subadvisory agreement between PVA and AIM Capital Management,
Inc. ("AIM"), AIM is the subadvisor and furnishes portfolio management
services to AIM Mid-Cap Equity. For the services provided, PVA pays a
monthly fee to AIM based on an annual percentage of 0.50% of the average
daily net assets of this Series.

Pursuant to subadvisory agreements between PVA and Alliance, Alliance,
through its Bernstein Unit, is the subadvisor and furnishes portfolio
management services, including affecting the purchase and sales of
securities and providing related advisory services, to the Sanford Bernstein
Global Value, Sanford Bernstein Mid-Cap Value and Sanford Bernstein
Small-Cap Value Series. For the services provided, PVA pays a monthly fee to
Alliance based on an annual percentage of the average daily net assets of
the series as follows:

RATE FOR FIRST RATE FOR NEXT RATE FOR NEXT RATE FOR NEXT RATE FOR OVER
SERIES(1) $25 MILLION $25 MILLION $25 MILLION $100 MILLION $175 MILLION
------ -------------- ------------- ------------- ------------- -------------

Sanford Bernstein Global Value ............. 0.65% 0.50% 0.45% 0.40% 0.30%
Sanford Bernstein Mid-Cap Value ............ 0.80 0.60 0.60 0.60 0.60

RATE FOR FIRST RATE FOR NEXT RATE FOR OVER
$10 MILLION $10 MILLION $20 MILLION
-------------- ------------- -------------

Sanford Bernstein Small-Cap Value .......... 1.00 0.875 0.75

<FN>
(1) The series subadvised by the Bernstein Unit receive a 10% reduction in fees for all or a portion of these series' assets
when certain assets of the series exceed $10 million. As a result of this reduction in fees, the current rate for
calculating subadvisory fees for the Phoenix-Sanford Bernstein Small-Cap Value Series is 0.80% of average daily net assets.
</FN>

Pursuant to a subadvisory agreement between PIC and Roger Engemann &
Associates ("Engemann") with respect to the Engemann Capital Growth and
Phoenix-Engemann Small & Mid-Cap Growth, Engemann is the subadvisor and
furnishes portfolio management services, including effecting the purchase
and sales of securities and providing related advisory services, to these
Series. For the services provided, PIC pays a monthly fee to Engemann for
the Phoenix-Engemann Capital Growth Series based on an annual percentage of
the average daily net assets of 0.10% up to $3 billion and 0.30% of such
value in excess of $3 billion; and for Engemann Small & Mid-Cap Growth based
on an annual percentage of the average daily net assets of 0.45%.

Pursuant to a subadvisory agreement between PVA and Janus Capital
Corporation ("Janus"), Janus is the subadvisor and furnishes portfolio
management services, including effecting the purchase and sales of
securities and providing related advisory services, to the Janus Flexible
Income and Janus Growth. For the services provided, PVA pays a monthly fee
to Janus based on an annual percentage of the average daily net assets of
each of these Series (calculated separately, not in the aggregate) of 0.55%
up to $100 million, 0.50% of such value between $100 million and $500
million and 0.45% on such value in excess of $500 million.

122

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2002
(UNAUDITED)

Pursuant to a subadvisory agreement between PVA and Morgan Stanley
Investment Management ("MSIM"), MSIM is the subadvisor and furnishes
portfolio management services, including effecting the purchase and sales of
securities and providing related advisory services, to the Van Kampen Focus
Equity. For the services provided, PVA pays a monthly fee to MSIM based on
an annual percentage of the average daily net assets of this Series of 0.55%
up to $150 million, 0.45% on such value between $150 million and $300
million and 0.40% on such value in excess of $300 million.

The advisors have agreed to reimburse the Fund for certain operating
expenses (excluding management fees, interest, taxes, brokerage fees and
commissions) for all series. For the six months ended June 30, 2002, the
portion of these expenses to be paid by each series is listed in the
following table. All expense reimbursement arrangements may be discontinued
at any time.

MAXIMUM OPERATING MAXIMUM OPERATING
EXPENSE THROUGH EXPENSE EFFECTIVE
SERIES 4/30/02 5/1/02
------ ----------------- -----------------

Aberdeen International .................................. 0.40% 0.40%
Aberdeen New Asia ....................................... 0.30 0.35
AIM Mid-Cap Equity ...................................... 0.20 0.25
Alliance/Bernstein Growth + Value ....................... 0.20 0.25
Deutsche Dow 30 ......................................... 0.20 0.25
Deutsche Nasdaq-100 Index(R) ............................ 0.20 0.25
Duff & Phelps Real Estate Securities .................... 0.30 0.35
Engemann Capital Growth ................................. 0.20 0.25
Engemann Small & Mid-Cap Growth ......................... 0.30 0.35
Federated U.S Government Bond ........................... 0.25 0.30
Goodwin Money Market .................................... 0.20 0.25
Goodwin Multi-Sector Fixed Income ....................... 0.20 0.25
Hollister Value Equity .................................. 0.20 0.25
J.P. Morgan Research Enhanced Index ..................... 0.15 0.20
Janus Flexible Income ................................... 0.20 0.25
Janus Growth ............................................ 0.20 0.25
MFS Investors Growth Stock .............................. 0.20 0.25
MFS Investors Trust ..................................... 0.20 0.25
MFS Value ............................................... 0.20 0.25
Oakhurst Growth & Income ................................ 0.20 0.25
Oakhurst Strategic Allocation ........................... 0.20 0.25
Sanford Bernstein Global Value .......................... 0.20 0.25
Sanford Bernstein Mid-Cap Value ......................... 0.20 0.25
Sanford Bernstein Small-Cap Value ....................... 0.20 0.25
Seneca Mid-Cap Growth ................................... 0.30 0.35
Seneca Strategic Theme .................................. 0.30 0.35
Van Kampen Focus Equity ................................. 0.20 0.25

As Financial Agent to the Fund and to each Series, Phoenix Equity Planning
Corporation ("PEPCO"), an indirect majority-owned subsidiary of Phoenix,
receives a financial agent fee equal to the sum of (1) the documented cost
of fund accounting and related services provided by PFPC, Inc. (subagent to
PEPCO), plus (2) the documented cost to PEPCO to provide financial
reporting, tax services and oversight of subagent's performance. For the six
months ended June 30, 2002, financial agent fees were $1,444,942 of which
PEPCO received $561,331. The current fee schedule of PFPC, Inc. ranges from
0.085% to 0.0125% of the average daily net asset values of the Fund. Certain
minimum fees and fee waivers may apply.

For the six months ended June 30, 2002, the Fund paid PXP Securities Corp.,
a wholly owned subsidiary of Phoenix, brokerage commissions of $92,815 in
connection with portfolio transactions effected by it.

123

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2002
(UNAUDITED)

At June 30, 2002, Phoenix and affiliates held shares in The Phoenix Edge
Series Fund which had the following aggregate value:

AIM Mid-Cap Equity ................................................................................................. $3,118,496
Alliance/Bernstein Growth + Value .................................................................................. 2,228,834
Deutsche Dow 30 .................................................................................................... 1,018,746
Deutsche Nasdaq-100 Index(R) ....................................................................................... 1,371,456
Engemann Small & Mid-Cap Growth .................................................................................... 1,828,615
Federated U.S. Government Bond ..................................................................................... 6,169,236
Janus Flexible Income .............................................................................................. 1,457,888
MFS Investors Growth Stock ......................................................................................... 2,612,477
MFS Investors Trust ................................................................................................ 2,702,987
MFS Value .......................................................................................................... 3,042,864
Sanford Bernstein Global Value ..................................................................................... 6,362,378
Sanford Bernstein Mid-Cap Value .................................................................................... 561,541
Sanford Bernstein Small-Cap Value .................................................................................. 633,158
Van Kampen Focus Equity ............................................................................................ 3,078,195

NOTE 4--PURCHASES AND SALES OF SECURITIES
Purchases and sales of securities during the six months ended June 30, 2002,
(excluding U.S. Government securities, short-term securities, options
written and forward currency contracts) aggregated to the following:

PURCHASES SALES
------------ ------------

Aberdeen International ......................................................................... $ 25,006,268 $ 34,144,959
Aberdeen New Asia .............................................................................. 2,272,364 1,436,772
AIM Mid-Cap Equity ............................................................................. 2,899,931 993,919
Alliance/Bernstein Growth + Value .............................................................. 2,177,194 538,567
Deutsche Dow 30 ................................................................................ 6,083,989 5,609,713
Deutsche Nasdaq-100 Index(R) ................................................................... 3,148,159 1,426,426
Duff & Phelps Real Estate Securities ........................................................... 10,865,779 4,198,096
Engemann Capital Growth ........................................................................ 683,296,667 765,757,059
Engemann Small & Mid-Cap Growth ................................................................ 5,434,389 4,559,436
Goodwin Multi-Sector Fixed Income .............................................................. 119,347,798 124,374,901
Hollister Value Equity ......................................................................... 72,787,168 65,382,738
J.P. Morgan Research Enhanced Index ............................................................ 25,434,901 20,444,070
Janus Flexible Income .......................................................................... 23,863,326 21,141,172
Janus Growth ................................................................................... 28,813,425 26,674,593
MFS Investors Growth Stock ..................................................................... 5,756,686 3,886,851
MFS Investors Trust ............................................................................ 2,128,315 1,569,331
MFS Value ...................................................................................... 8,734,116 1,527,778
Oakhurst Growth and Income ..................................................................... 26,120,047 22,983,843
Oakhurst Strategic Allocation .................................................................. 127,166,940 128,366,137
Sanford Bernstein Global Value ................................................................. 4,343,355 1,843,886
Sanford Bernstein Mid-Cap Value ................................................................ 39,020,523 12,834,274
Sanford Bernstein Small Cap Value .............................................................. 22,814,162 4,943,066
Seneca Mid-Cap Growth .......................................................................... 46,989,781 39,818,988
Seneca Strategic Theme ......................................................................... 67,688,103 78,358,626
Van Kampen Focus Equity ........................................................................ 5,380,733 5,044,545

There were no purchases or sales of such securities in the Federated U.S.
Government Bond Series or the Goodwin Money Market Series.

Purchases and sales of long-term U.S. Government securities during the six
months ended June 30, 2002, aggregated the following:

PURCHASES SALES
----------- -----------

Engemann Capital Growth ........................................................................ $ -- $ 2,558,250
Federated U.S. Government Bond ................................................................. -- 303,536
Goodwin Multi-Sector Fixed Income .............................................................. 74,533,215 58,558,094
Janus Flexible Income .......................................................................... 26,958,467 25,014,725
Oakhurst Strategic Allocation .................................................................. 34,437,424 65,387,258
Van Kampen Focus Equity ........................................................................ 250,801 273,917

124

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2002
(UNAUDITED)

NOTE 5--FUTURES CONTRACTS

At June 30, 2002, the following Series had entered into futures contracts as
follows:

VALUE OF NET
NUMBER CONTRACTS MARKET UNREALIZED
EXPIRATION OF WHEN VALUE OF APPRECIATION
DATE CONTRACTS OPENED CONTRACTS (DEPRECIATION)
------------- --------- ---------- --------- --------------

Deutsche Dow 30
Dow Jones Industrial Average Index .................. September '02 3 $ 190,300 $ 184,600 $ (5,700)

Deutsche Nasdaq-100 Index(R)
Nasdaq-100 Index .................................... September '02 8 174,470 168,640 (5,830)

J.P. Morgan Research Enhanced Index
Standard and Poor's 500 Index ....................... September '02 3 777,050 742,575 (34,475)

NOTE 6--CREDIT RISK AND CONCENTRATIONS
In countries with limited or developing markets, investments may present
greater risks than in more developed markets and the prices of such
investments may be volatile. The consequences of political, social or
economic changes in these markets may have disruptive effects on the market
prices of these investments and the income they generate, as well as a
Fund's ability to repatriate such amounts.

NOTE 7--FEDERAL INCOME TAX INFORMATION
The following Series have capital loss carryovers which may be used to
offset future capital gains.

EXPIRATION YEAR
---------------------------------------------------------------
2006 2007 2008 2009 TOTAL
---------- ----------- ---------- ------------ ------------

Aberdeen International .................................... $ -- $ -- $ -- $ 25,954,026 $ 25,954,026
Aberdeen New Asia ......................................... 1,280,431 -- -- 295,786 1,576,217
Deutsche Nasdaq-100 Index(R) .............................. -- -- 35,822 1,090,517 1,126,339
Engemann Capital Growth ................................... -- -- -- 281,539,240 281,539,240
Engemann Small & Mid-Cap Growth ........................... -- -- 302,334 1,838,456 2,140,790
Duff & Phelps Real Estate Securities ...................... -- 20,308 815,184 -- 835,492
Goodwin Multi-Sector Fixed Income ......................... 566,989 15,256,521 6,659,630 4,980,791 27,463,931
Hollister Value Equity .................................... -- -- -- 5,410,594 5,410,594
J.P. Morgan Research Enhanced Index ....................... -- -- -- 5,915,199 5,915,199
Janus Growth .............................................. -- -- 1,736,897 15,462,439 17,199,336
Oakhurst Growth and Income ................................ -- -- -- 3,195,522 3,195,522
Oakhurst Strategic Allocation ............................. -- -- -- 6,255,397 6,255,397
Seneca Mid Growth ......................................... -- -- -- 21,438,903 21,438,903
Seneca Strategic Theme .................................... -- -- -- 74,025,180 74,025,180
Van Kampen Focus Equity ................................... -- -- 179,842 1,190,743 1,370,585

125

THE PHOENIX EDGE SERIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2002
(UNAUDITED)

NOTE 8--MERGERS
On March 22, 2002, Janus Growth ("Growth") acquired all of the net assets of
Janus Core Equity ("Core Equity") pursuant to an Agreement and Plan of
Reorganization approved by Core Equity shareholders on March 18, 2002. The
acquisition was accomplished by a tax-free exchange of 3,141,426 shares of
Growth valued at $22,032,065 for 2,467,046 shares of Core Equity outstanding
on March 22, 2002. Core Equity's net assets on that date of $22,032,065,
including $1,473,521 of net unrealized appreciation were combined with those
of Growth. The aggregate net assets of Growth immediately after the merger
were $90,807,708.

On April 5, 2002, Engemann Capital Growth ("Capital Growth") acquired all of
the net assets of Engemann Nifty Fifty ("Nifty Fifty") pursuant to an
Agreement and Plan of Reorganization approved by Nifty Fifty shareholders on
March 18, 2002. The acquisition was accomplished by a tax-free exchange of
2,949,789 shares of Capital Growth valued at $39,773,479 for 4,885,261
shares of Nifty Fifty outstanding on April 5, 2002. Nifty Fifty's net assets
on that date of $39,773,479, including $7,975,458 of net unrealized
depreciation were combined with those of Capital Growth. The aggregate net
assets of Capital Growth immediately after the merger were $862,917,192.

On April 5, 2002, Oakhurst Strategic Allocation ("Strategic Allocation")
acquired all of the net assets of Oakhurst Balanced ("Balanced") pursuant to
an Agreement and Plan of Reorganization approved by Balanced shareholders on
March 18, 2002. The acquisition was accomplished by a tax-free exchange of
17,438,879 shares of Strategic Allocation valued at $236,890,944 for
19,697,824 shares of Balanced outstanding on April 5, 2002. Balanced's net
assets on that date of $236,890,944, including $25,034,492 of net unrealized
appreciation were combined with those of Strategic Allocation. The aggregate
net assets of Strategic Allocation immediately after the merger were
$582,665,031.

126

THE PHOENIX EDGE SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301

BOARD OF TRUSTEES
Frank M. Ellmer, CPA
John A. Fabian
Roger A. Gelfenbien
Eunice S. Groark
Frank E. Grzelecki
John R. Mallin
Timothy P. Shriver
Simon Y. Tan
Dona D. Young

EXECUTIVE OFFICERS
Simon Y. Tan, President
Michael E. Haylon, Executive Vice President
Michael J. Gilotti, Executive Vice President
J. Roger Engemann, Senior Vice President
Gail P. Seneca, Senior Vice President
James D. Wehr, Senior Vice President
Hugh Young, Senior Vice President
David L. Albrycht, Vice President
Malcolm Axon, Vice President
Christian C. Bertelsen, Vice President
Doreen A. Bonner, Vice President, Compliance
Officer & Assistant Secretary
Steven L. Colton, Vice President
Timothy Devlin, Vice President
Ronald K. Jacks, Vice President
Richard D. Little, Vice President
James E. Mair, Vice President
Chester S. Sokolosky, Vice President
Julie L. Sapia, Vice President
Michael Schatt, Vice President
John S. Tilson, Vice President
Richard J. Wirth, Vice President,
Secretary & Counsel
Nancy G. Curtiss, Vice President, Treasurer, and
Principal Accounting Officer

INVESTMENT ADVISORS
Phoenix Investment Counsel, Inc.
56 Prospect Street
Hartford, Connecticut 06115-0480

Duff & Phelps Investment Management Co.
55 East Monroe Street, Suite 3600
Chicago, Illinois 60603

Phoenix-Aberdeen International Advisors, LLC
One American Row
Hartford, Connecticut 06102-5056

Phoenix Variable Advisors, Inc.
One American Row
Hartford, Connecticut 06102-5056

CUSTODIANS
JP Morgan Chase Bank
270 Park Avenue
New York, New York 10017-2070

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

State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
160 Federal Street
Boston, Massachusetts 02110

THIS PAGE INTENTIONALLY BLANK.

PHOENIX LIFE INSURANCE COMPANY -------------------
P.O. Box 22012 PRSRT STD
Albany, NY 12201-2012 U.S. Postage
P A I D
Andrew
Associates
-------------------

Phoenix Life Insurance Company
www.phoenixwm.com

GO144SAR (C)Phoenix Life Insurance company

[GRAPHIC OMITTED] PRINTED ON RECYCLED PAPER. 8-02

Phoenix-Van Kampen Focus Equity Series / Phoenix-Janus Growth Series / Phoenix-MFS Investors Growth Stock Series
Pro Forma Combining Schedule of Investments
September 30, 2002 (Unaudited)

Shares VALUE
========= ========= ========= ======== ========================= ============ ========== =========== ========
Phoenix- Phoenix- Phoenix- Pro Forma DESCRIPTION Phoenix-MFS Phoenix- Phoenix-Van Pro Forma
MFS Janus Van Combining Investors Janus Kampen Combining
Investors Growth Kampen Portfolios Growth Stock Growth Focus Equity Portfolios
Growth Series Focus Series Series Series
Stock Equity
Series Series
========= ========= ========= ======== ========================= =========== ========== =========== ========

COMMON STOCKS --92.3%

940 - 300 1,240 3M Co. 103,372 - 32,991 136,363
1,500 - - 1,500 Abbott Laboratories 60,600 - - 60,600
1,050 - - 1,050 AFLAC, INC. 32,224 - - 32,224
- 32,815 - 32,815 Allstate Corp. (The) - 1,166,573 - 1,166,573
340 - 3,700 4,040 American Express Co. 10,601 - 115,366 125,967
1,070 - 2,650 3,720 American International 58,529 - 144,955 203,484
Group, Inc.
1,390 16,605 3,515 21,510 Amgen, Inc. 57,963 692,428 146,575 896,966
- 36,625 - 36,625 Anadarko Petroleum Corp. - 1,631,278 - 1,631,278
1,900 - - 1,900 Analog Devices, Inc. 37,430 - - 37,430
1,050 43,190 2,925 47,165 Anheuser-Busch Cos., Inc. 53,130 2,185,414 148,005 2,386,549
4,000 81,065 - 85,065 AOL Time Warner, Inc. 46,800 948,460 - 995,260
330 - - 330 Apache Corp. 19,619 - - 19,619
Applied Materials,
1,000 83,190 2,375 86,565 Inc. 11,550 960,845 27,431 999,826
1,500 - - 1,500 AT&T Corp. 18,015 - - 18,015
- 39,275 - 39,275 Automatic Data Processing, Inc. - 1,365,592 - 1,365,592
1,660 - - 1,660 Avon Products, Inc. 76,526 - - 76,526
- - 4,325 4,325 Baker Hughes, Inc. - - 125,555 125,555
400 - - 400 Bank of America Corp. 25,520 - - 25,520
- 55,575 2,250 57,825 Bank of New York Co., Inc. - 1,597,225 64,665 1,661,890
(The)
1,130 - - 1,130 Baxter International, Inc. 34,521 - - 34,521
910 - 1,225 2,135 Bed Bath & Beyond, Inc. 29,639 - 39,898 69,537
- 150 - 150 Berkshire Hathaway, Inc. - 369,750 - 369,750
Class B
800 - - 800 Best Buy Co., Inc. 17,848 - - 17,848
100 - - 100 Biogen, Inc. 2,927 - - 2,927
- - 1,925 1,925 BJ Services Co. - - 50,050 50,050
700 - - 700 Boston Scientific Corp. 22,092 - - 22,092
- 94,191 - 94,191 Cablevision Systems New - 853,371 - 853,371
York Group Class A
1,130 - - 1,130 Cadence Design Systems, Inc. 11,492 - - 11,492
500 - - 500 Capital One Financial Corp. 17,460 - - 17,460
1,100 - - 1,100 Cardinal Health, Inc. 68,420 - - 68,420
720 - - 720 Carnival Corp. 18,072 - - 18,072
320 - - 320 Chubb Corp. (The) 17,546 - - 17,546
8,270 - 10,000 18,270 Cisco Systems, Inc. 86,670 - 104,800 191,470
2,970 30,609 8,863 42,442 Citigroup, Inc. 88,061 907,557 262,788 1,258,406
2,530 - - 2,530 Clear Channel 87,917 - - 87,917
Communications, Inc.
- - 3,100 3,100 Coca-Cola Co. (The) - - 148,676 148,676
900 19,260 - 20,160 Colgate-Palmolive Co. 48,555 1,039,077 - 1,087,632
- 27,690 - 27,690 Costco Wholesale Corp. - 896,325 - 896,325
590 - - 590 Danaher Corp. 33,542 - - 33,542
3,080 - 6,975 10,055 Dell Computer Corp. 72,411 - 163,982 236,393
500 - - 500 eBay, Inc. 26,405 - - 26,405
510 - - 510 Electronic Arts, Inc. 33,640 - - 33,640
800 - - 800 EMC Corp. 3,656 - - 3,656
- - 5,325 5,325 Exxon Mobil Corp. - - 169,868 169,868
- 40,825 - 40,825 Fannie Mae - 2,430,720 - 2,430,720
- - 1,000 1,000 Fifth Third Bancorp - - 61,230 61,230
1,990 - - 1,990 First Data Corp. 55,620 - - 55,620
- 23,080 - 23,080 Fluor Corp - 564,075 - 564,075
1,080 - - 1,080 Forest Laboratories, Inc. 88,571 - - 88,571
1,180 - 5,300 6,480 Freddie Mac 65,962 - 296,270 362,232
- 56,965 - 56,965 Genentech, Inc. - 1,858,768 - 1,858,768
- 11,550 675 12,225 General Dynamics Corp. - 939,362 54,898 94,260
3,480 31,505 9,475 44,460 General Electric Co. 85,782 776,598 233,559 1,095,939
510 - - 510 Goldman Sachs Group, Inc. (The) 33,675 - - 33,675

2,230 13,955 1,175 17,360 Harley-Davidson, Inc. 103,583 648,210 54,579 806,372
1,210 - 2,950 4,160 HCA, Inc. 57,608 - 140,449 198,057
- 18,045 - 18,045 Heinz (H.J.) Co. - 602,162 - 602,162
460 63,685 3,475 67,620 Home Depot, Inc. (The) 12,006 1,662,178 90,697 1,764,881
- 37,935 - 37,935 Honeywell International, Inc. - 821,672 - 821,672
- - 1,775 1,775 IDEC Pharmaceuticals Corp. - - 73,698 73,698
570 - - 570 Illinois Tool Works, Inc. 33,248 - - 33,248
2,420 - 9,200 11,620 Intel Corp. 33,614 - 127,788 161,402
290 - 875 1,165 International Business 16,933 - 51,091 68,024
Machines Corp.
330 - - 330 Intuit, Inc. 15,025 - - 15,025
6 - - 6 J.M. Smucker Co. (The) 220 - - 220
- - 2,260 2,260 Jabil Circuit, Inc. - - 33,403 33,403
2,760 22,450 4,350 29,560 Johnson & Johnson 149,261 1,214,096 235,248 1,598,605
400 - - 400 KLA-Tencor Corp. 11,176 - - 11,176
1,220 - - 1,220 Kohl's Corp. 74,188 - - 74,188
- 303,930 - 303,930 Liberty Media Corp. Class A - 2,182,217 - 2,182,217
1,660 1,675 3,335 Lilly (Eli) & Co. 91,864 - 92,694 184,558
- 33,335 - 33,335 Linear Technology Corp. - 690,701 - 690,701
400 - 600 1,000 Lockheed Martin Corp. 25,868 - 38,802 64,670
2,300 - - 2,300 Lowes's Cos., Inc. 95,220 - - 95,220
- 19,055 - 19,055 Marsh & McLennan Cos., Inc. - 793,450 - 793,450
- - 2,075 2,075 Maxim Integrated Products, Inc. - - 51,377 51,377
400 - - 400 McGraw-Hill Cos., Inc. (The) 24,488 - - 24,488
- 20,470 - 20,470 McKesson Corp. - 579,915 - 579,915
1,180 - 2,875 4,055 Medtronic, Inc. 49,702 - 121,095 170,797
900 - - 900 Mellon Financial Corp. 23,337 - - 23,337
- - 2,150 2,150 Merck & Co., Inc. - - 98,277 98,277
- 47,250 - 47,250 Metro-Goldwyn-Mayer, Inc. - 564,637 - 564,637
600 34,900 - 35,500 MGM Mirage 22,380 1,301,770 - 1,324,150
1,470 - - 1,470 Microchip Technology, Inc. 30,061 - - 30,061
3,770 62,825 10,500 77,095 Microsoft Corp. 164,900 2,747,966 459,270 3,372,136
- 34,070 - 34,070 Morgan Stanley - 1,154,292 - 1,154,292
100 - - 100 Newell Rubbermaid, Inc. 3,087 - - 3,087
950 - - 950 Northrop Grumman Corp. 117,838 - - 117,838
320 - - 320 Novellus Systems, Inc. 6,659 - - 6,659
5,690 75,440 5,925 87,055 Oracle Corp. 44,724 592,958 46,571 684,253
1,400 - - 1,400 PeopleSoft, Inc. 17,318 - - 17,318
1,240 - - 1,240 Pepsi Bottling Group, Inc. (The) 29,016 - - 29,016
1,120 - 3,600 4,720 PepsiCo, Inc. 41,384 - 133,020 174,404
6,670 89,453 12,975 109,098 Pfizer, Inc. 193,563 2,595,926 376,535 3,166,024
990 - 1,750 2,740 Philip Morris Cos., Inc. 38,412 - 67,900 106,312
390 - - 390 Praxair, Inc. 19,933 - - 19,933
800 - 2,175 2,975 Procter & Gamble Co. (The) 71,504 - 194,402 265,906
500 - - 500 QLogic Corp. 13,020 - - 13,020
1,220 - - 1,220 Schlumberger Ltd. 46,921 - - 46,921
300 100,150 - 100,450 Schwab (Charles) Corp. (The) 2,610 871,305 - 873,915
1,230 20,205 - 21,435 SLM Corp. 114,562 1,881,894 - 1,996,456
- - 3,225 3,225 Starwood Hotels & Resorts - - 71,917 71,917
Worldwide, Inc.
620 - - 620 Stryker Corp. 35,712 - - 35,712
500 - - 500 Symantec Corp. 16,815 - - 16,815
1,570 - - 1,570 Sysco Corp. 44,572 - - 44,572
1,520 - 1,775 3,295 Target Corp. 44,870 - 52,398 97,268
2,110 - - 2,110 Tenet Healthcare Corp. 104,445 - - 104,445
930 27,195 3,475 31,600 Texas Instruments, Inc. 13,736 401,670 51,326 466,732
1,040 - - 1,040 TJX Cos., Inc. (The) 17,680 - - 17,680
2,200 - - 2,200 Tyco International Ltd. 31,020 - - 31,020
390 - - 390 United Parcel Service, 24,387 - - 24,387
Inc. Class B
780 - 855 1,635 UnitedHealth Group, Inc. 68,032 - 74,573 142,605
- - 2,350 2,350 Univision Communications, - - 53,580 53,580
Inc. Class A
- 13,995 - 13,995 USA Interactive - 271,223 - 271,223
3,020 - - 3,020 VERITAS Software Corp. 44,303 - - 44,303
- - 2,360 2,360 Verizon Communications, Inc. - - 64,758 64,758
2,650 64,770 2,600 70,020 Viacom, Inc. Class B 107,457 2,626,424 105,430 2,839,311
1,460 - - 1,460 Walgreen Co. 44,910 - - 44,910
- 35,925 - 35,925 Walgreen Co. - 1,105,053 - 1,105,053
2,820 - 5,175 7,995 Wal-Mart Stores, Inc. 138,857 - 254,817 393,674
- 26,855 - 26,855 Washington Mutual, Inc. - 845,127 - 845,127
Weight Watchers
- 18,835 - 18,835 International, Inc. - 816,686 - 816,686
- 28,490 - 28,490 WellPoint Health Networks, Inc. - 2,088,317 - 2,088,317
- 14,995 4,875 19,870 Wyeth - 476,841 155,025 631,866
1,310 - 2,300 3,610 Xilinx, Inc. 20,748 - 36,427 57,175
1,470 - - 1,470 Yum! Brands, Inc. 40,734 - - 40,734
----------- ----------- ----------- -----------

TOTAL COMMON STOCKS 4,255,874 50,720,108 5,798,709 60,774,691

----------- ----------- ----------- -----------
FOREIGN COMMON STOCKS--4.0%
500 - - 500 ACE Ltd. (Bermuda) 14,805 - - 14,805
910 - - 910 Alcon, Inc. (Switzerland) 35,263 - - 35,263
- 71,575 - 71,575 ASML Holding NV (Netherlands) - 443,049 - 443,049
2,010 - - 2,010 Diageo plc (United Kingdom) 24,940 - - 24,940
1,700 - - 1,700 Encana Corp. (Canada) 51,170 - - 51,170
Flextronics International
- 101,680 - 101,680 Ltd. (Singapore) - 708,913 - 708,913
3,067 - - 3,067 News Corp. Ltd. (The) 14,648 - - 14,648
(Australia)
- 93,995 - 93,995 Nokia Oyj ADR (Finland) - 1,245,434 - 1,245,434
80 - - 80 SAP AG (Germany) 3,558 - - 3,558
4,404 - - 4,404 Taiwan Semiconductor 27,965 - - 27,965
Manufacturing Co. Ltd. ADR
(Taiwan)
500 - - 500 Teva Pharmaceutical 33,500 - - 33,500
Industries Ltd. ADR
(Israel)
1,420 - - 1,420 Unilever plc (United Kingdom) 12,885 - - 12,885
260 - - 260 XL Capital Ltd. Class A 19,110 - - 19,110
(Bermuda)
----------- ----------- ----------- -----------
TOTAL FOREIGN COMMON 237,844 2,397,396 - 2,635,240
STOCKS
----------- ----------- ----------- -----------

($000) ($000) ($000) ($000) AGENCY MORTGAGE-BACKED SECURITIES-- 0.1%

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

- 65 - 65 Fannie Mae 4.75%, 11/14/03 - 67,256 - 67,256

----------- ----------- ----------- -----------
TOTAL AGENCY MORTGAGE- - 67,256 - 67,256
BACKED SECURITIES
----------- ----------- ----------- -----------
CORPORATE BONDS--0.1%
- 15 - 15 Anheuser Busch 6%, 4/15/11 - 16,828 - 16,828
- 66 - 66 Lyondell Chemical, Inc. - 61,215 - 61,215
Series A 9.625%, 5/1/07
----------- ----------- ----------- -----------
TOTAL CORPORATE BONDS - 78,043 - 78,043

----------- ----------- ----------- -----------
CONVERTIBLE BONDS--0.1%
- 98 - 98 Clear Channel Communications, - 95,795 - 95,795
Inc. 2.625%, 4/1/03
----------- ----------- ----------- -----------
TOTAL CONVERTIBLE BONDS - 95,795 - 95,795

----------- ----------- ----------- -----------
SHORT-TERM OBLIGATIONS--2.9%
- 1,000 - 1,000 Citicorp 1.90%, 10/1/02 - 1,000,000 - 1,000,000
143 - - 143 Fannie Mae 1.86%, 10/1/02 143,000 - - 143,000
- - 776 776 State Street Bank & Trust Co. - - 776,000 776,000
repurchase agreement, 0.25%
dated 9/30/02 due 10/1/02,
repurchase price $776,005
collateralized by U.S. Treasury
Bond 7.25%, 5/15/16, market
value $795,000
----------- ----------- ----------- -----------
TOTAL SHORT-TERM 143,000 1,000,000 776,000 1,919,000
OBLIGATIONS
----------- ----------- ----------- -----------
TOTAL INVESTMENTS--99.5%

(Identified cost $4,997,612, $81,008,135, $7,693,412
and $93,699,159) 4,636,718 54,358,598 6,574,709 65,570,025
Other assets and (80,454) 611,575 (221,593) 309,528
liabilities, net--0.5%
----------- ----------- ----------- -----------
NET ASSETS--100.0% $ 4,556,264 $54,970,173 $6,353,116 $65,879,553
=========== =========== =========== ===========

See Notes to Pro Forma Financial Statements

Phoenix-MFS Investor Growth Stock Series/Phoenix-Janus Growth Series/Phoenix-Van Kampen Focus Equity Series
Pro Forma Combining Statement of Assets and Liabilities
September 30, 2002 (Unaudited)

=========== ============= ============== ============ ============
Phoenix-MFS Phoenix-Janus Phoenix-Van Pro Forma
Investor Growth Series Kampen Focus Combining
Growth Stock Equity Series Adjustments Portfolios
Series
=========== ============= ============== ============ ============

ASSETS
Investment securities at value
(Identified cost) $4,636,718 $ 54,358,598 $ 6,574,709 $ 65,570,025
$4,997,612,
$81,008,135,
$7,693,412 and
$93,699,159)
Cash 1,332 90,684 274 92,290
Receivables -
Investment securities 64,821 981,975 187,429 1,234,225
sold
Fund shares sold - - - -
Interest and dividends 2,902 39,950 6,000 48,853
Receivable from adviser 13,182 - 4,144 17,326
Prepaid expenses - - - -
---------- ------------- ------------- ------------ -------------
Total assets 4,718,955 55,471,207 6,772,557 66,962,719
---------- ------------- ------------- ------------ -------------
LIABILITIES
Payables
Investment securities 126,613 349,414 318,721 794,748
purchased
Fund shares - - - -
repurchased
Investment advisory fee - 40,490 - 40,490
Financial agent fee 3,741 7,746 3,877 15,364
Trustees' fee 2,648 1,677 3,111 7,437
Accrued expenses 29,689 101,706 93,732 225,127
---------- ------------- ------------- ------------ -------------
Total liabilities 162,691 501,034 419,441 1,083,165
---------- ------------- ------------- ------------ -------------
NET ASSETS $4,556,264 $ 54,970,173 $ 6,353,116 $ 65,879,554
========== ============= ============== ============ =============

Shares of beneficial 607,420 11,531,386 1,220,839 460,260 (a) 13,819.904

interest outstanding
Net assets $4,556,264 $ 54,970,173 $ 6,353,116 $ 65,879,554

Net asset value per $ 7.50 $ 4.77 $ 5.20 $ 4.77

(a) Adjustment reflects additional shares issued in conversion.

See Notes to Pro Forma Financial Statements

Phoenix-MFS Investor Growth Stock Series/Phoenix-Janus Growth Series/Phoenix-Van Kampen Focus Equity Series
Pro Forma Combining Statement of Operations
October 1, 2001 through September 30, 2002 (Unaudited)

=========== ========== ============= ============ =========
Phoenix-MFS Phoenix- Phoenix-Van
Investor Janus Kampen
Growth Growth Focus Equity
Stock Series Series Series Adjustments Pro Forma
For the For the For the Combining
period Ended Year Ended Year Ended Portfolios
September 30, September 30, September 30,
2002 2002 2002
=========== ============ ============= ============ =========

INVESTMENT INCOME
Interest $ 4,931 $ 51,984 $ 1,113 $ - $ 58,028
Dividends 31,186 549,019 67,892 - 648,097
Foreign Taxes Withheld (310) (5,008) - - (5,318)
----------- ---------- ------------- ------------ ---------

Total investment income 35,807 595,995 69,005 - 700,807
----------- ---------- ------------- ------------ ---------

EXPENSES
Investment advisory fee 31,873 589,923 66,970 (77,586) 611,180
Financial agent fee 43,626 96,342 46,456 (74,556) 111,867
Printing 20,702 22,106 37,830 (4,941) (a) 75,697
Professional 50,422 32,936 38,910 (79,913) (a) 42,354
Custodian 41,682 19,316 23,956 (33,398) (a) 51,556
Trustees 7,656 5,862 5,939 (10,777) (a) 8,680
Miscellaneous 5,237 8,572 5,896 - (a) 19,704
----------- ---------- ------------- ------------ ---------
Total expenses 201,198 775,054 225,957 (281,171) 921,038
Custodian fees paid (9) (878) (13) - (900)
indirectly
Less expenses borne by (159,813) (40,054) (142,674) 213,053 (129,488)
investment advisor
----------- ---------- ------------- ------------ ---------

Net expenses 41,376 734,122 83,270 (68,118) 790,651
----------- ---------- ------------- ------------ ---------

NET INVESTMENT INCOME (LOSS) (5,569) (138,127) (14,266) 68,118 (89,844)

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

Net realized gain (loss) on (1,055,239) (15,827,548) (2,161,755) - (19,044,542)
securities

Net realized gain (loss) on 141 172 - 313
foreign currency

Net change in unrealized (360,885) (3,450,861) 30,215 - (3,781,532)
appreciation (depreciation) on
investments

Net gain (loss) on (1,415,984) (19,278,237) (2,131,540) - (22,825,761)
investments
----------- ----------- ------------- ------------ ----------

NET INCREASE (DECREASE) IN $ (1,421,554) $ (19,416,365) $ (2,145,805) $ 68,118 $ (22,915,605)
NET ASSETS RESULTING FROM
OPERATIONS
=========== =========== ============ ============ ==========
Adjustments:
(a) Reflects elimination of target fund contracts.
Note: The expenses for Phoenix MFS Investors Growth are based on the expense
schedule which became effective 6/1/02.

See Notes to Pro Forma Financial Statements.

PHOENIX-JANUS GROWTH SERIES / MFS INVESTORS GROWTH SERIES /
PHOENIX-VAN KAMPEN FOCUS EQUITY SERIES
NOTES TO PRO FORMA COMBINING FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 (UNAUDITED)

1. BASIS OF COMBINATION

The unaudited Pro Forma Combined Portfolio of Investments, Pro Forma combined
Statement of Assets and Liabilities, and Pro Forma Combined Statement of
Operations give effect to the proposed merger of the Phoenix-MFS Investors
Growth Series ("MFS Investors Growth"), and Phoenix-Van Kampen Focus Equity
Series ("Van Kampen Focus Equity") into the Phoenix-Janus Growth Series ("Janus
Growth"). The proposed merger will be accounted for by the method of accounting
for tax-free mergers of investment companies. The merger provides for the
transfer of all or substantially all of the assets of MFS Investors Growth and
Van Kampen Focus Equity to Janus Growth and the subsequent liquidation of MFS
Investors Growth and Van Kampen Focus Equity. The accounting survivor in the
proposed merger will be Janus Growth. This is because although MFS Investors
Growth and Van Kampen Focus Equity have similar investment objectives, the
surviving fund will invest in a style that is similar to the way in which Janus
Growth is currently operated. Additionally, Janus Growth has a significantly
larger asset base than MFS Investors Growth and Van Kampen Focus Equity.

The pro forma combined statements should be read in conjunction with the
historical financial statements of the constituent fund and the notes thereto
incorporated by reference in the Registration Statement filed on Form N-14.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses. Actual results could differ from
those estimates.

MFS Investors Growth, Van Kampen Focus Equity and Janus Growth are all open-end
management investment companies registered under the Investment Company Act of
1940, as amended.

2. SHARES OF BENEFICIAL INTEREST

The Pro Forma net asset value per share assumes the issuance of additional
shares of Janus Growth, which would have been issued at September 30, 2002 in
connection with the proposed reorganization. The amount of additional shares
assumed to be issued was calculated based on the net assets, as of September 30,
2002, of MFS Investors Growth of $4,556,264 and Van Kampen Focus Equity of
$6,353,116 and the net asset value of Janus Growth of $4.77. The Pro Forma
Statement of Assets & Liabilities reflects the combined Pro Forma shares
outstanding as calculated above.

3. PRO FORMA OPERATIONS

Pro Forma operating expenses include the expenses of Janus Growth restated to
reflect the expense schedule which became effective May 1, 2002, the actual
expenses of MFS Investors Growth, Van Kampen Focus Equity and the combined Fund,
with certain expenses adjusted to reflect the expected expenses of the combined
entity. The investment advisory and financial agent fees have been calculated
for the combined Fund based on the fee schedule in effect for MFS Investors
Growth at the combined level of average net assets for the period ended
September 30, 2002.

4. PORTFOLIO VALUATION

Equity securities are valued at the last sale price, or if there had been no
sale that day, at the last bid price. Debt securities are valued on the basis of
broker quotations or valuations provided by a pricing service which utilizes
information with respect to recent sales, market transactions in comparable
securities, quotations from dealers, and various relationships between
securities in determining value. Short-term investments having a remaining
maturity of 60 days or less are valued at amortized cost which approximates
market. All other securities and assets are valued at fair value as determined
in good faith by or under the direction of the Trustees.

PART C

OTHER INFORMATION

ITEM 15. INDEMNIFICATION

The response to this item is incorporated by reference to Part A of the
Prospectus/Proxy Statement in this Registration Statement under the caption
"Comparative Information on Shareholder Rights-Liability of Trustees."

ITEM 16. EXHIBIT

(1) Amended Declaration of Trust.

1. Declaration of Trust of the Registrant dated February 18, 1986,
previously 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.

2. Amendment to Declaration of Trust, establishing the International
Series, previously 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.

3. Amendment to Declaration of Trust, conforming the Fund's borrowing
restrictions to California's Borrowing Guidelines, previously 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.

4. Amendment to Declaration of Trust, establishing the Balanced Series,
previously 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.

5. Amendment to Declaration of Trust, establishing the Real Estate
Securities Series, previously 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.

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

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

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

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

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

11. 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, previously filed via Edgar with Post-Effective
Amendment No. 35 on November 15, 2000.

12. 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, previously filed via Edgar with Post-Effective Amendment No. 35
on November 15, 2000.

13. Amendment to Declaration of Trust, establishing the Phoenix-Bankers
Trust Nasdaq-100(R) Index and Phoenix-Engemann Small & Mid-Cap Growth
Series, previously filed via Edgar with Post-Effective Amendment No. 35
on November 15, 2000.

14. Amendment to Declaration of Trust, establishing the Phoenix-Sanford
Bernstein Global Value and Phoenix-Sanford Bernstein Small-Cap Value
Series, previously filed via Edgar with Post-Effective Amendment No. 35
on November 15, 2000.

15. Amendment to Declaration of Trust, changing the name of 1 Series to the
Phoenix-Sanford Bernstein Mid-Cap Value Series, previously filed via
Edgar with Post-Effective Amendment No. 35 on November 15, 2000.

16. Form of Amendment to Declaration of Trust establishing the Phoenix-AIM
Mid-Cap Equity, Phoenix-Alliance/Bernstein Growth + Value, Phoenix-MFS
Investors Growth Stock, Phoenix-MFS Investors Trust and Phoenix-MFS
Value Series, previously filed via Edgar with Post-Effective Amendment
No. 38 on August 13, 2001.

17. Amendment to Declaration of Trust amending the fundamental investment
restrictions of each series, previously filed via Edgar with
Post-Effective Amendment No. 41 on March 1, 2002.

18. Amendment to Declaration of Trust amending Article IV, Section 4.2
Establishment and Designation of Shares, previously filed via Edgar
with Post-Effective Amendment No. 42 on April 29, 2002.

19. Amendment to Declaration of Trust for the purposes of changing the name
"Phoenix-Morgan Stanley Focus Equity Series" to "Phoenix-Van Kampen
Focus Equity Series", previously filed via Edgar with Post-Effective
Amendment No. 43 on May 24, 2002.

20. Amendment to Declaration of Trust, establishing the Phoenix-Kayne
Large-Cap Core, Phoenix-Kayne Small-Cap Quality Value, Phoenix-Lord
Abbett Large-Cap Value, Phoenix-Lord Abbett Mid-Cap Value, Phoenix-Lord
Abbett Bond-Debenture, Phoenix-

Lazard International Equity Select, Phoenix-Lazard Small-Cap Value,
Phoenix-Lazard U.S. Multi-Cap, and Phoenix-State Street Research
Small-Cap Growth Series.*

21. Amendment to Declaration of Trust for the purpose of substituting
shares of an outside managed fund for shares of Phoenix-Federated U.S.
Government Bond Series and through substitution, no longer allowing
investments, filed herewith.

(2) Not Applicable.

(3) Not Applicable.

(4) Agreements and Plans of Reorganization (included as Appendix A and
Appendix B to the Prospectus/Proxy Statement contained in Part A of
this Registration Statement).

(5) Reference is hereby made to Registrant's Amended Declaration of Trust
referenced in Exhibit 1 above.

(6)

(a) Investment Advisory Agreements.

(1) Investment Advisory Agreement between Registrant and Phoenix
Variable Advisors, Inc., covering the Phoenix-Bankers Trust
Dow 30, the Phoenix-Federated U.S. Government Bond, the
Phoenix-Janus Equity Income, the Phoenix-Janus Flexible
Income, Phoenix-Janus Growth, the Phoenix-Morgan Stanley Focus
Equity, the Phoenix Research Enhanced Index, and the
Phoenix-Schafer Mid-Cap Value Series, filed via Edgar with
Post-Effective Amendment 30 on April 28, 2000.

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

(3) Second Amendment to 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, previously filed via Edgar
with Post-Effective Amendment No. 35 on November 15, 2000.

(4) Third Amendment to Investment Advisory Agreement between
Registrant and Phoenix Variable Advisors, Inc., covering the
Phoenix-AIM Mid-Cap Equity, Phoenix-Alliance/Bernstein Growth
+ Value, Phoenix-MFS Investors Growth Stock, Phoenix-MFS
Investors Trust, and Phoenix-MFS Value Series, previously
filed via Edgar with Post-Effective Amendment No. 38 on August
13, 2001.

(5) Fourth Amendment to Investment Advisory Agreement between
Registrant and Phoenix Variable Advisors, Inc., covering the
Phoenix-Lazard International

Equity Select, Phoenix-Lazard Small-Cap Value, Phoenix-Lazard U.S.
Multi-Cap, Phoenix-Lord Abbett Bond-Debenture, Phoenix-Lord Abbett
Large-Cap Value, Phoenix-Lord Abbett Mid-Cap Value, and Phoenix-State
Street Research Small-Cap Growth Series, previously filed via Edgar
with Post-Effective Amendment No. 43 on May 24, 2002.

(b) Subadvisory Agreements.

(1) 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.

(2) Subadvisory Agreement between Phoenix Variable Advisors, Inc.
and Massachusetts Financial Services Company, Inc. covering
the Phoenix-MFS Investors Growth Stock, Phoenix-MFS Investors
Trust, and Phoenix-MFS Value Series, previously filed via
Edgar with Post-Effective Amendment No. 38 on August 13, 2001.

(3) Amended and Restated Investment Subadvisory Agreement between
Phoenix Variable Advisors, Inc. and Janus Capital Management,
LLC, previously filed via Edgar with Post-Effective Amendment
No. 43 on May 24, 2002.

(7) Not Applicable.

(8) Not Applicable.

(9) Custodian Agreement.

(a) 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, previously filed via Edgar
with Post-Effective Amendment No. 23 on December 12, 1997.

(b) Form of Amendment to the Master Custodian Contract between
Registrant and State Street Bank and Trust Company, previously
filed via Edgar with Post-Effective Amendment No. 42 on April 29,
2002.

(c) Form of Amendment to the Master Custodian Contract between
Registrant and State Street Bank and Trust Company, covering the
Phoenix-Kayne Large-Cap Core, Phoenix-Kayne Small-Cap Quality
Value, Phoenix-Lazard Small-Cap Value, Phoenix-Lazard U.S.
Multi-Cap, Phoenix-Lord Abbett Bond-Debenture, Phoenix-Lord Abbett
Mid-Cap Value, Phoenix-Lord Abbett Large-Cap Value, and
Phoenix-State Street Research Small-Cap Growth Series, previously
filed via Edgar with Post-Effective Amendment No. 44 on August 9,
2002.

(10) Not Applicable.

(11) Opinion and Consent of Richard J. Wirth, Esq., filed herewith.

(12) Opinion and Consent of McDermott, Will & Emery to be filed by
amendment.

(13) (a) Material Financial Agent Agreement between the Registrant and
Phoenix Equity Planning Corporation dated December 11, 1996,
previously filed via Edgar with Post-Effective Amendment No. 20 on
April 29, 1997.

(b) Material First Amendment to Financial Agent Agreement between the
Registrant and Phoenix Equity Planning Corporation effective
February 27, 1998, previously filed via Edgar with Post-Effective
Amendment No. 25 on April 29, 1998.

(c) Material Second Amendment to Financial Agent Agreement between the
Registrant and Phoenix Equity Planning Corporation effective June
1, 1998, previously filed via Edgar with Post-Effective Amendment
No. 41 on March 1, 2002.

(d) Material Third Amendment to Financial Agent Agreement between the
Registrant and Phoenix Equity Planning Corporation effective
October 29, 2001, previously filed via Edgar with Post-Effective
Amendment No. 41 on March 1, 2002.

(e) Form of Administrative Services Agreement between the Registrant,
Phoenix Life Insurance Company, PHL Variable Insurance Company and
Phoenix Life and Annuity Company.*

(14) Consent of PricewaterhouseCoopers LLP, filed herewith.

(15) Not Applicable.

(16) Power of Attorney dated August 9, 2002.*

(17) (a) Form of Voting Instructions Card and Proxy Card for Phoenix-Van
Kampen Focus Equity Series.*

(b) Form of Voting Instructions Card and Proxy Card for Phoenix-Janus
Growth Series.*

(d) Supplements dated December 6 and December 17, 2002 to current
Prospectus of The Phoenix Edge Series Fund dated August 9, 2002,
filed herewith.

* Previously filed, via Edgar, with the Initial Registration Statement
(No. 333-102098) on December 20, 2002.

Item 17. Undertakings

(1) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is a
part of this Registration Statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act of 1933, the reoffering prospectus will contain the
information called for by the applicable registration form for
reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to
the registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the Securities
Act of 1933, each post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein, and the
offering of the securities at that time shall be deemed to be the
initial bona fide offering of them.

(3) The undersigned Registrant agrees to file, by post-effective amendment,
an Opinion of Counsel or a copy of an IRS ruling supporting the tax
consequences of the Reorganization within a reasonable time after
receipt of such opinion or ruling.

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on behalf of the Registrant in the City
of Hartford and State of Connecticut on the 23rd day of January, 2003.

THE PHOENIX EDGE SERIES FUND

Attest: /s/ Richard J. Wirth By: /s/ Simon Y. Tan
------------------------- ---------------------
Richard J. Wirth Simon Y. Tan
Secretary President

As required by the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated on this
23rd day of January, 2003.

Signature Title
- --------- -----

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

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

- -----------------------------------
John A. Fabian* Trustee

- -----------------------------------
Roger A. Gelfenbien* Trustee

- -----------------------------------
Michael J. Gilotti* Trustee and Executive Vice President

- -----------------------------------
Eunice S. Groark* Trustee

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

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

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

*By:/s/ Simon Y. Tan
----------------

* Pursuant to powers of attorney, previously filed, via Edgar with the
Initial Registration Statement (No. 333-102098) on Form N-14 on December 20,
2002.