EXHIBIT (17)(a)
Form of Voting Instructions Card and Proxy Card
for Phoenix-Alliance/Bernstein Growth + Value Series
VOTING INSTRUCTIONS CARD
Instructions of Policyholder/Contractowner for Voting Shares of
The Phoenix Edge Series Fund
These proposals are discussed in detail in the attached Proxy Statement. The
Board of Trustees of the Fund is soliciting the enclosed proxy. As a
convenience, you can now vote in any one of four ways:
o Through the Internet at [ ];
o By telephone, with a toll-free call to the Fund's proxy tabulator,
at [ ];
o By mail, using the enclosed Voting Instructions Card(s) and
postage-paid envelope; or
o In person at the Special Meeting.
We encourage you to vote by Internet or telephone. These voting methods
will reduce the time and costs associated with this proxy solicitation.
Whichever method you choose please read the enclosed proxy statement before you
vote.
PLEASE RESPOND - IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER
SOLICITATION, WE ASK THAT YOU VOTE PROMPTLY. YOUR VOTE IS IMPORTANT.
The undersigned, being the owner of a variable life insurance policy
("Policyholder") or variable annuity contract ("Contractowner") issued by
Phoenix Life Insurance Company and its subsidiaries (together "Phoenix"), hereby
instructs Phoenix to cause the shares of Phoenix-Alliance/Bernstein Growth +
Value Series, a series of The Phoenix Edge Series Fund ("Fund"), allocable to
("Policyholder") or Contractowner's account identified on this Voting
Instructions Card, to be voted at the Special Meeting of Shareholders of the
Fund to be held on September 14, 2004 at One American Row, Hartford, Connecticut
and at any and all adjournments or postponements thereof, in the manner directed
below with respect to the matters described in the notice and accompanying Proxy
Statement for said meeting which have been received by the undersigned.
THE PROXY FOR WHICH VOTING INSTRUCTIONS ARE BEING REQUESTED IS BEING
SOLICITED BY THE BOARD OF TRUSTEES OF THE FUND WHO RECOMMEND A VOTE "FOR" EACH
OF THE PROPOSALS.
The voting instruction will be voted as marked. IF NOT MARKED, THIS VOTING
INSTRUCTION WILL BE VOTED FOR THE PROPOSAL. If you do not vote or this voting
instruction is not returned properly executed, your votes will be cast by
Phoenix on behalf of the pertinent separate account in the same proportion as it
votes shares held by that separate account for which it has received
instructions.
Please fill in box(es) as shown using black or blue ink or number 2 pencil.
Please do not use fine point pens. [x]
NAME OF SERIES: [ ]
---------------------------
FOR AGAINST ABSTAIN
Proposal 1:
- -----------
REORGANIZATION OF FUND [ ] [ ] [ ]
TO CONSIDER AND ACT UPON A PROPOSAL TO
APPROVE THE AGREEMENT AND PLAN OF
REORGANIZATION, DATED SEPTEMBER 14, 2004, AND
THE TRANSACTIONS IT CONTEMPLATES, INCLUDING
(a) THE TRANSFER OF ALL OR SUBSTANTIALLY ALL
OF THE ASSETS OF THE
PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE
SERIES TO PHOENIX-OAKHURST GROWTH AND INCOME
SERIES, ANOTHER SERIES OF THE PHOENIX EDGE
SERIES FUND, IN EXCHANGE SOLELY FOR SHARES OF
THE PHOENIX-OAKHURST GROWTH AND INCOME SERIES
AND THE ASSUMPTION BY THE PHOENIX-OAKHURST
GROWTH AND INCOME SERIES OF ALL KNOWN
LIABILITIES OF THE PHOENIX-ALLIANCE/BERNSTEIN
GROWTH + VALUE SERIES AND (b) THE
DISTRIBUTION OF THE SHARES OF THE
PHOENIX-OAKHURST GROWTH AND INCOME SERIES SO
RECEIVED TO SHAREHOLDERS OF THE
PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE
SERIES IN COMPLETE LIQUIDATION OF THE
PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE
SERIES.
Proposal 2:
- -----------
TO CONSIDER AND ACT UPON ANY OTHER BUSINESS [ ] [ ] [ ]
AS MAY PROPERLY COME BEFORE THE MEETING
AND ANY ADJOURNMENTS THEREOF.
PLEASE MARK, SIGN, DATE AND RETURN THE VOTING INSTRUCTIONS CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
- --------------------------------- ------------------------------------
Signature of Participant Date Signature of Joint Owner(s) Date
PLEASE DATE AND SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE
REGISTERED IN MORE THAN ONE NAME, ALL PARTICIPANTS SHOULD SIGN THIS VOTING
INSTRUCTION; BUT IF ONE PARTICIPANT SIGNS, THIS SIGNATURE BINDS THE OTHER
PARTICIPANT(S). WHEN SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT,
TRUSTEE, GUARDIAN, OR CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF
A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THE PHOENIX EDGE SERIES FUND
These proposals are discussed in detail in the attached Proxy Statement. The
Board of Trustees of the Fund is soliciting the enclosed proxy. As a
convenience, you can now vote in any one of four ways:
o Through the Internet at [ ]
o By telephone, with a toll-free call to the Fund's proxy tabulator,
at [ ];
o By mail, using the enclosed Voting Instructions Card(s) and
postage-paid envelope; or
o In person at the Special Meeting.
We encourage you to vote by Internet or telephone, using the control number
that appears at left. These voting methods will reduce the time and costs
associated with this proxy solicitation. Whichever method you choose please read
the enclosed proxy statement before you vote.
PLEASE RESPOND - IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER
SOLICITATION, WE ASK THAT YOU VOTE PROMPTLY. YOUR VOTE IS IMPORTANT.
The undersigned shareholder of Phoenix-Alliance/Bernstein Growth + Value
Series, a series of The Phoenix Edge Series Fund (the "Fund') hereby appoints
Matthew A. Swendiman and Philip R. McLoughlin and any and each of them, proxies
of the undersigned, with power of substitution to each, for and in the name of
the undersigned to vote and act upon all matters (unless and except as expressly
limited below) at the Special Meeting of Shareholders of the Fund to be held on
September 14, 2004 at One American Row, Hartford, Connecticut notice of which
meeting and the Proxy Statement accompanying the same have been received by the
undersigned, or at any and all adjournments or postponements thereof, with
respect to all shares of the Fund for which the undersigned is entitled to vote
or with respect to which the undersigned would be entitled to vote or act, with
all the powers the undersigned would possess if personally present voting with
respect to the specific matters set forth below. Any proxies heretofore given by
the undersigned with respect to said meeting are hereby revoked.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES WHO RECOMMEND A VOTE "FOR"
EACH OF THE PROPOSALS.
SPECIFY DESIRED ACTION BY CHECK MARK IN THE APPROPRIATE SPACE. IN THE
ABSENCE OF SUCH SPECIFICATION, THE PERSONS NAMED AS PROXIES HAVE DISCRETIONARY
AUTHORITY, WHICH THEY INTEND TO EXERCISE BY VOTING SHARES REPRESENTED BY THIS
PROXY IN FAVOR OF EACH OF THE PROPOSALS.
Please fill in box(es) as shown using black or blue ink or number 2 pencil.
Please do not use fine point pens. [x]
NAME OF SERIES: [ ]
--------------------------
FOR AGAINST ABSTAIN
PROPOSAL 1:
- -----------
REORGANIZATION OF FUND [ ] [ ] [ ]
TO CONSIDER AND ACT UPON A PROPOSAL TO
APPROVE THE AGREEMENT AND PLAN OF
REORGANIZATION, DATED SEPTEMBER 14, 2004, AND
THE TRANSACTIONS IT CONTEMPLATES, INCLUDING
(a) THE TRANSFER OF ALL OR SUBSTANTIALLY ALL
OF THE ASSETS OF THE
PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE
SERIES TO PHOENIX-OAKHURST GROWTH AND INCOME
SERIES, ANOTHER SERIES OF THE PHOENIX EDGE
SERIES FUND, IN EXCHANGE SOLELY FOR SHARES OF
THE PHOENIX-OAKHURST GROWTH AND INCOME SERIES
AND THE ASSUMPTION BY THE PHOENIX-OAKHURST
GROWTH AND INCOME SERIES OF ALL KNOWN
LIABILITIES OF THE PHOENIX-ALLIANCE/BERNSTEIN
GROWTH + VALUE SERIES AND (b) THE
DISTRIBUTION OF THE SHARES OF THE
PHOENIX-OAKHURST GROWTH AND INCOME SERIES SO
RECEIVED TO SHAREHOLDERS OF THE
PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE
SERIES IN COMPLETE LIQUIDATION OF THE
PHOENIX-ALLIANCE/BERNSTEIN GROWTH + VALUE
SERIES.
PROPOSAL 2:
- -----------
TO CONSIDER AND ACT UPON ANY OTHER BUSINESS AS MAY [ ] [ ] [ ]
PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS
THEREOF.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- --------------------------------- -------------------------------------
Signature of Participant Date Signature of Joint Owner(s) Date
PLEASE DATE AND SIGN EXACTLY AS YOUR NAME APPEARS HEREON. CORPORATE PROXIES
SHOULD BE SIGNED BY AN AUTHORIZED OFFICER.