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1933 Act File No. 33-31072
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
/ / Pre-Effective Amendment No. ___
/ / Post-Effective Amendment No. __
LORD ABBETT SERIES FUND, INC.
(Exact Name of Registrant as Specified in Charter)
90 Hudson Street, Jersey City, New Jersey 07302-3973
(Address of Principal Executive Offices, Zip Code)
(201) 395-2000
(Registrant's Telephone Number, Including Area Code)
----------
Christina T. Simmons, Vice President & Assistant Secretary
90 Hudson Street, Jersey City, New Jersey 07302-3973
(Name and Address of Agent for Service)
----------
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement.
Title of Securities Being Registered: Shares of common stock of the Registrant.
No filing fee is due because an indefinite number of shares have previously been
registered pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended.
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 be effective on
such date as the Commission, acting pursuant to Section 8(a), may determine.
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PROXY STATEMENT OF
THE PHOENIX EDGE SERIES FUND
on behalf of its Series:
PHOENIX-LORD ABBETT BOND-DEBENTURE SERIES
PHOENIX-LORD ABBETT LARGE-CAP VALUE SERIES
PHOENIX-LORD ABBETT MID-CAP VALUE SERIES
(each, a "Phoenix Fund" and collectively, the "Phoenix Funds")
The address and telephone number of each Phoenix Fund is:
101 Munson Street, Greenfield, Massachusetts 01301
(800) 541-0171
PROSPECTUS
FOR SHARES OF
LORD ABBETT SERIES FUND--BOND-DEBENTURE PORTFOLIO
LORD ABBETT SERIES FUND--GROWTH AND INCOME PORTFOLIO
LORD ABBETT SERIES FUND--MID-CAP
VALUE PORTFOLIO (each, a "Lord Abbett Fund" and
collectively, the "Lord Abbett Funds")
The address and telephone number of each Lord Abbett Fund is
90 Hudson Street, Jersey City, New Jersey 07302-3973
(888) 522-2388
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EXPLANATORY NOTE
This Registration Statement is organized as follows:
- Questions and Answers to Shareholders of the Phoenix Funds
- Letter to Contract/Policy Owners
- Notice of Special Meeting of Shareholders of the Phoenix Funds
- Proxy Statement/Prospectus regarding the proposed Reorganization of
- Phoenix-Lord Abbett Bond-Debenture Series into Lord Abbett Series
Fund--Bond-Debenture Portfolio;
- Phoenix-Lord Abbett Large-Cap Value Series into Lord Abbett Series
Fund--Growth and Income Portfolio; and
- Phoenix-Lord Abbett Mid-Cap Value Series into Lord Abbett Series
Fund--Mid-Cap Value Portfolio
- Statement of Additional Information regarding the proposed Reorganization
- Part C Information
- Exhibits
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THE PHOENIX EDGE SERIES FUND
on behalf of its Series:
PHOENIX-LORD ABBETT BOND-DEBENTURE SERIES
PHOENIX-LORD ABBETT LARGE-CAP VALUE SERIES
PHOENIX-LORD ABBETT MID-CAP VALUE SERIES
(each, a "Phoenix Fund" and collectively, the "Phoenix Funds")
QUESTIONS AND ANSWERS
YOUR VOTE IS VERY IMPORTANT!
While we encourage you to read the full text of the enclosed Proxy
Statement/Prospectus, here is a brief overview of the proposals, which will
require your vote.
Q. WHAT ARE SHAREHOLDERS BEING ASKED TO VOTE ON AT THE UPCOMING SPECIAL
MEETING ON [March 9, 2005]?
A. The Board of Trustees of The Phoenix Edge Series Fund (the "Trust") has
called a Special Meeting of the Phoenix Funds at which you will be asked to vote
on a reorganization (the "Reorganization") of (i) the Phoenix-Lord Abbett
Bond-Debenture Series into the Lord Abbett Series Fund--Bond-Debenture
Portfolio; (ii) the Phoenix-Lord Abbett Large-Cap Value Series into the Lord
Abbett Series Fund--Growth and Income Portfolio; and/or (iii) the Phoenix-Lord
Abbett Mid-Cap Value Series into the Lord Abbett Series Fund--Mid-Cap Value
Portfolio. Phoenix Variable Advisors, Inc ("PVA"), the manager of the Phoenix
Funds has recommended these Reorganizations based upon its determination that
the Phoenix Funds may not continue to be a competitive long-term investment
option for variable products issued by Phoenix Life Insurance Company and its
affiliated insurance companies. Although PVA has subsidized their expenses since
inception, the Phoenix Funds have yet to reach critical asset size. As a result,
PVA recommended the reorganization of the Phoenix Funds with comparable funds
that will be offered as an underlying investment option for variable annuity
contracts or variable life insurance policies issued by Phoenix Life Insurance
Company or its affiliated insurance companies.
Following the Reorganizations, your assets will be managed in accordance with
the investment objective, policies and strategies of the corresponding Lord
Abbett Fund, and each of the Phoenix Funds will be terminated. Please refer to
the Proxy Statement/Prospectus for a detailed explanation of the proposed
Reorganizations and for a more complete description of the Lord Abbett Funds.
Q. WHY DID THE BOARD OF TRUSTEES APPROVE THE REORGANIZATION?
A. The Board of Trustees of the Trust (the "Board") unanimously approved the
Reorganizations for a number of reasons. Based upon the Phoenix Funds small size
and their sales projections, the Phoenix Funds are not expected to reach a size
that will provide a reasonable expense ratio without continued subsidies from
PVA. As a result, the Board concluded that the Phoenix Funds may not be a
competitive investment vehicle on a long-term
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basis. The Board, in considering the various options available to the Phoenix
Funds, concluded that a reorganization into the Lord Abbett Funds was in the
best interests of the Phoenix Funds and their shareholders.
The Board recommends that you vote FOR the Reorganizations.
Q. HOW DO THE INVESTMENT OBJECTIVES AND POLICIES OF THE PHOENIX FUNDS AND THE
CORRESPONDING LORD ABBETT FUNDS COMPARE?
A. The Phoenix Funds and the corresponding Lord Abbett Funds are each managed
as pattern funds of existing retail Lord Abbett Funds. This means that each
Phoenix Fund is managed by the same management team using the same investment
style as the corresponding Lord Abbett Fund. As a result, each Phoenix Fund and
the corresponding Lord Abbett Fund have substantially similar investment
objectives and policies and generally hold the same securities. In addition, the
portfolio managers will not change as a result of the Reorganizations.
Q. WHAT ARE THE ADVANTAGES FOR CONTRACT OWNERS WITH A BENEFICIAL INTEREST IN
THE PHOENIX FUNDS?
A. Combining the Funds will benefit contract owners by allowing them to
continue their investments in funds with substantially similar investment
programs and portfolios of securities. In addition, each Lord Abbett Fund has a
lower total expense ratio than the corresponding Phoenix Fund's total expense
ratio, without considering subsidies by PVA.
Q. WHAT IS THE TIMETABLE FOR THE REORGANIZATIONS?
A. If approved by shareholders of record of the Phoenix Funds at the [March 9,
2005] shareholder meeting, the Reorganizations are expected to take effect on or
about [_________, 2005].
Q. WHAT WILL HAPPEN TO THE ACCOUNT BALANCE HELD UNDER MY CONTRACT IN THE
FUND(S)?
A. There will be no change in value. Upon approval and completion of the
Reorganizations, shares of each Phoenix Fund will be exchanged for shares of the
corresponding Lord Abbett Fund based upon a specified exchange ratio determined
by the respective net asset values of the Funds' shares. Your contract will be
credited with shares of Lord Abbett Fund(s) whose aggregate value at the time of
issuance will equal the aggregate value of the Phoenix Fund shares held under
your contract on that date.
Q. WILL THE FUNDS HAVE TO PAY ANY FEES OR EXPENSES IN CONNECTION WITH THE
REORGANIZATIONS?
A. No. All expenses associated with the Reorganizations will be paid directly
or indirectly by Phoenix Life Insurance Company or the investment adviser of the
Lord Abbett Funds or one of their affiliates.
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Q. WILL THE REORGANIZATIONS CREATE A TAXABLE EVENT FOR ME?
A. No. The Reorganizations are intended to be done on a tax-free basis for
federal income tax purposes. The Reorganizations will not result in individual
contract owners recognizing any gain or loss for federal income tax purposes.
Q. CAN I REALLOCATE MY ACCOUNT BALANCE BEFORE THE REORGANIZATIONS TAKES PLACE?
A. Yes. You may transfer your account balance out of the Phoenix Funds and
into any other investment option made available by your variable insurance
product. Such a transfer would not count against the total number of exchanges
permitted by your contract.
Q. AFTER THE REORGANIZATIONS, CAN I TRANSFER MY ACCOUNT BALANCE TO ANOTHER
OPTION?
A. Yes. In accordance with applicable rules under your contract, you may
transfer your account balance then held in the Lord Abbett Funds into any other
investment option made available by your variable insurance product. Such a
transfer would not count against the total number of exchanges permitted by your
contract.
Q. HOW DO I VOTE?
A. You can provide voting instructions for shares beneficially held through
your variable annuity contract or variable life insurance policy by mail using
the enclosed voting instruction form or in person at the Special Meeting. You
can also communicate voting instructions by telephone or by the Internet.
Q. WHAT HAPPENS IF THE REORGANIZATIONS ARE NOT APPROVED?
A. If shareholders of the Phoenix Funds do not approve the Reorganizations,
the Reorganizations will not take effect and the Board of Trustees will take
such action as it deems to be in the best interests of the Phoenix Funds and
their shareholders.
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THE PHOENIX EDGE SERIES FUND
on behalf of its Series:
PHOENIX-LORD ABBETT BOND-DEBENTURE SERIES
PHOENIX-LORD ABBETT LARGE-CAP VALUE SERIES
PHOENIX-LORD ABBETT MID-CAP VALUE SERIES
(each, a "Phoenix Fund" and collectively, the "Phoenix Funds")
C/O PHOENIX VARIABLE PRODUCTS MAIL OPERATIONS
P.O. BOX 8037, BOSTON, MASSACHUSETTS 02266-8027
(800) 541-0171
__________, 2005
Dear Contract/Policy Owner:
Enclosed is a combined Proxy Statement and Prospectus for the Phoenix Funds
named above in which your variable annuity contract or variable life insurance
policy holds an interest as of [January 15, 2005]. The Proxy
Statement/Prospectus contains important proposals for you to consider. Each
proposal relates to the approval of an Agreement and Plan of Reorganization
under which (i) the Phoenix-Lord Abbett Bond-Debenture Series will be merged
into the Lord Abbett Series Fund--Bond-Debenture Portfolio; (ii) the
Phoenix-Lord Abbett Large-Cap Value Series will be merged into the Lord Abbett
Series Fund--Growth and Income Portfolio; and (iii) the Phoenix-Lord Abbett
Mid-Cap Value Series will be merged into the Lord Abbett Series Fund--Mid-Cap
Value Portfolio (each, a "Reorganization," collectively, the "Reorganizations").
The Board of Trustees of the Phoenix Edge Series Fund believes that the
Reorganizations offer you the opportunity to pursue your investment goals in a
larger investment portfolio. The Board of Trustees has carefully considered and
has unanimously approved the proposed Reorganizations, as described in the
accompanying materials, and believes that the Reorganizations are in the best
interests of the Phoenix Funds and their shareholders.
You are eligible to provide voting instructions on one or more of these
proposals as an owner of a variable annuity contract or variable life insurance
policy issued by Phoenix Life Insurance Company or one of its affiliated
insurance companies (together, "Phoenix"). Although you are not directly a
shareholder of the Phoenix Funds, some or all of your contract value was
invested in one or more of the Phoenix Funds as of [January 15, 2005]. For the
limited purposes of this Proxy Statement/Prospectus, the term "shareholder"
refers to you as the contract/policy owner, unless the context otherwise
requires.
Each Phoenix Fund has a similar investment objective to that of the
corresponding Lord Abbett Fund. Under the proposed Reorganizations, if approved
by the shareholders, shares of each Phoenix Fund will be exchanged for an equal
value of Class VC shares of the corresponding Lord Abbett Fund, which will
result in your holding beneficially through your variable contract or policy
Class VC shares of one or more of the Lord Abbett Funds. Under the terms of the
proposed Reorganizations, you will not pay any costs associated with effecting
the Reorganizations. Each Reorganization is conditioned upon receipt of an
opinion of counsel
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indicating that the Reorganization will qualify as a tax-free reorganization for
federal income tax purposes.
We have enclosed a copy of the Notice of Special Meeting of Shareholders, the
Proxy Statement/Prospectus and a card entitled "Voting Instructions." This card
should be used to register your vote on the proposals to be acted upon at the
Special Meeting. It is important for you to provide voting instructions with
respect to the issues described in the accompanying Proxy Statement/Prospectus.
We recommend that you read the Proxy Statement/Prospectus in its entirety as the
explanations will help you to decide what voting instructions you would like to
provide.
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
It is very important that you vote and that your vote be received no later than
[March 9], 2005. Please complete the Voting Instructions Card and return it
promptly in the envelope provided or vote using one of the other methods
described above. We encourage you to vote by telephone or Internet, which will
reduce the time and costs of this proxy solicitation. Have your proxy card in
hand, and call the number or go to the Web Site and follow the instructions
given there. Whichever method you choose, please read the enclosed Proxy
Statement/Prospectus carefully before you vote. If the Voting Instructions Card
is executed and no direction is made, you will be considered as voting FOR each
applicable proposal and, in the discretion of Phoenix, upon such other business
as may properly come before the Special Meeting of Shareholders.
Voting instructions executed by you may be revoked at any time prior to Phoenix
voting the corresponding shares by written notice of the instruction card's
revocation to the Secretary of the Trust at the address above prior to the
meeting; by the subsequent execution and return of another instruction card
prior to the meeting; by use of any electronic, telephonic, or other alternative
means authorized by the Trustees for authorizing the proxy to act; or by being
present and voting in person at the meeting and giving oral notice of revocation
to the Chairman of the meeting.
Sincerely,
/s/ Philip K. Polkinghorn
Philip K. Polkinghorn
President
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THE PHOENIX EDGE SERIES FUND
on behalf of its Series:
PHOENIX-LORD ABBETT BOND-DEBENTURE SERIES
PHOENIX-LORD ABBETT LARGE-CAP VALUE SERIES
PHOENIX-LORD ABBETT MID-CAP VALUE SERIES
(each, a "Phoenix Fund" and collectively, the "Phoenix Funds")
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON [MARCH 9], 2005
Notice is hereby given that a joint Special Meeting of Shareholders of each of
the Phoenix Funds named above will be held at One American Row, Hartford,
Connecticut 06102 on [March 9], 2005] at [______ a.m./p.m.] Eastern time, for
the purpose of considering the following:
1. With respect to each Phoenix Fund, a proposal to approve an Agreement and
Plan of Reorganization (attached as Exhibit A to the Proxy
Statement/Prospectus). Under the Agreement and Plan of Reorganization, your
Phoenix Fund will transfer all of its assets to a series or class of a
registered investment company (each a "Lord Abbett Fund") managed by Lord,
Abbett & Co. LLC ("Lord Abbett") in exchange for shares of that
corresponding Lord Abbett Fund. The corresponding Lord Abbett Fund will
assume your Phoenix Fund's liabilities that are included in the
calculation of your Phoenix Fund's net asset value at the closing of the
transaction. Each Lord Abbett Fund is an existing mutual fund with
investment objectives and investment policies substantially similar to
the corresponding Phoenix Fund. Shares of the applicable Lord Abbett Fund
will be distributed to Phoenix Fund shareholders in proportion to the
relative net asset value of their share holdings at the closing of the
transaction. After the distribution of shares, your Phoenix Fund will be
dissolved. As a result of the transaction, a shareholder of a Phoenix
Fund will become a shareholder of the corresponding Lord Abbett Fund.
Your Board of Trustees recommends that you vote FOR this proposal.
2. Any other business that may properly come before the Special Meeting.
Shareholders of record of the Phoenix Funds as of the close of business on
[January 15, 2005] are entitled to notice of, and to vote at, the Special
Meeting, or any adjournment of the Special Meeting. Contract owners may provide
voting instructions on how to vote shares held through their variable annuity
contract or variable life insurance policy at the Special Meting or any
adjournment of the Special Meeting.
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
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We encourage you to vote by telephone or Internet. Have your Voting Instructions
Card in hand, and call the number or go to the Web Site and follow the
instructions given there. Use of telephone or Internet voting will reduce the
time and costs of this proxy solicitation. Whichever method you choose, please
read the enclosed Proxy Statement/Prospectus carefully before you vote.
By Order of the Board of Trustees
Philip K. Polkinghorn
President
The Phoenix Edge Series Fund
__________, 2005
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JOINT PROXY STATEMENT AND PROSPECTUS
DATED [___________], 2005
THE PHOENIX EDGE SERIES FUND
on behalf of its Series:
PHOENIX-LORD ABBETT BOND-DEBENTURE SERIES
PHOENIX-LORD ABBETT LARGE-CAP VALUE SERIES
PHOENIX-LORD ABBETT MID-CAP VALUE SERIES
(each, a "Phoenix Fund" and collectively, the "Phoenix Funds")
The address and telephone number of each Phoenix Fund is:
101 Munson Street, Greenfield, Massachusetts 01301
(800) 541-0171
LORD ABBETT SERIES FUND--BOND-DEBENTURE PORTFOLIO
LORD ABBETT SERIES FUND--GROWTH AND INCOME PORTFOLIO
LORD ABBETT SERIES FUND--MID-CAP VALUE PORTFOLIO
(each, a "Lord Abbett Fund" and collectively, the "Lord Abbett Funds")
The address and telephone number of each Lord Abbett Fund is
90 Hudson Street, Jersey City, New Jersey 07302-3973
(888) 522-2388
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
AN INVESTMENT IN ANY PHOENIX FUND OR LORD ABBETT FUND IS NOT A BANK DEPOSIT AND
IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENT AGENCY.
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This combined Proxy Statement and Prospectus ("Proxy Statement/Prospectus"), is
furnished in connection with the solicitation by the Board of Trustees of The
Phoenix Edge Series Fund (the "Trust") of proxies to be used at a joint meeting
of shareholders (the "Special Meeting") of each of the Phoenix Funds listed
above, to be held on [March 9, 2005] at [10:00 a.m.] Eastern time, at One
American Row, Hartford, Connecticut 06102. At the Special Meeting, shareholders
of each of the Phoenix Funds will be asked to consider and approve a proposed
reorganization, as described in the Agreement and Plan of Reorganization, a form
of which is attached hereto as Exhibit A (the "Reorganization Plan"), that will
result in the transfer of all assets and stated liabilities of each Phoenix Fund
to a corresponding Lord Abbett Fund (each a "Reorganization," collectively, the
"Reorganizations"). The Phoenix Funds will then be terminated as soon as
reasonably practicable thereafter.
The Phoenix Funds are available exclusively as a funding vehicle for variable
annuity contracts or variable life insurance policies offered through life
insurance company separate accounts. Individual contract owners are not the
shareholders of the Phoenix Funds. Rather, the insurance companies and their
separate accounts are the shareholders. To be consistent with SEC
interpretations of voting requirements, each insurance company will offer
contract owners the opportunity to instruct it as to how it should vote shares
held by it and the separate accounts on the proposals to be considered at the
Special Meeting. Therefore, this Proxy Statement/Prospectus is provided to
contract owners entitled to give voting instructions regarding the Phoenix
Funds. This Proxy Statement/Prospectus, the Notice of Special Meeting and the
voting instruction form are expected to be sent to contract owners on or about
February 4, 2005.
This Proxy Statement/Prospectus contains information that a shareholder of the
Phoenix Funds or a variable annuity contract or variable life insurance policy
owner should know before voting on each Reorganization Plan. Although
contract/policy owners are not directly shareholders of the Phoenix Funds, for
the limited purposes of this Proxy Statement/Prospectus, the term "shareholder"
refers to contract/policy owners with some or all of their contract/policy value
invested in one or more of the Phoenix Funds, unless the context otherwise
requires. The following table indicates (a) the corresponding Lord Abbett Fund
shares that each Phoenix Fund shareholder would receive if each Plan is
approved, (b) which Phoenix Fund shareholders may vote on which proposals and
(c) on what page of this Proxy Statement/Prospectus the discussion regarding
each proposal begins. Although each Reorganization is similar in structure, you
should read carefully the specific discussion regarding your Phoenix Fund's
Reorganization.
This Proxy Statement/Prospectus sets forth concisely the information about the
registrant that a prospective investor ought to know before investing and should
be retained for future reference. Additional information about each Lord Abbett
Fund has been filed with the SEC and is available upon oral or written request
and without charge. See "Where to Get More Information" below.
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PHOENIX FUND LORD ABBETT FUND SHAREHOLDERS ENTITLED TO VOTE PAGE
PROPOSAL 1 Phoenix-Lord Abbett Lord Abbett Series Phoenix-Lord Abbett
Bond-Debenture Series Fund--Bond-Debenture Bond-Debenture Series
Portfolio shareholders
PROPOSAL 2 Phoenix-Lord Abbett Lord Abbett Series Phoenix-Lord Abbett Large-Cap
Large-Cap Value Series Fund--Growth and Income Value Series shareholders
Portfolio
PROPOSAL 3 Phoenix-Lord Abbett Lord Abbett Series Phoenix-Lord Abbett Mid-Cap
Mid-Cap Value Series Fund--Mid-Cap Value Value Series shareholders
Portfolio
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BACKGROUND TO THE REORGANIZATIONS
The Board of Trustees of the Trust, including the Trustees who are not
"interested persons" within the meaning of Section 2(a)(19) of the 1940 Act,
considered the proposed Reorganizations at a meeting held on [________, 2004].
At these meetings the Trustees received and evaluated materials regarding the
Lord Abbett Funds, including the performance record and expense structure of
each of the Lord Abbett Funds, and the impact of the proposed Reorganizations on
Phoenix Fund shareholders. In addition to these general factors, the Trustees
also considered these and other factors specifically in the context of each
Reorganization. After a thorough review of all aspects of the Reorganizations
and for the reasons set forth below (see the "Reasons for the Proposed
Reorganization" and "Board's Evaluation and Recommendation" sections of each
proposal), the Board has determined that the Reorganizations would be in the
best interests of the Phoenix Funds and their existing shareholders, and that
the interests of existing shareholders would not be diluted as a result of the
transactions contemplated by the Reorganizations.
BENEFITS OF THE REORGANIZATIONS
The Trustees believe that reorganizing your Phoenix Fund into a portfolio with a
substantially similar investment objective and similar investment policies that
is part of the Lord Abbett Family of Funds offers you potential benefits. These
potential benefits and considerations include allowing you to continue your
investment in a fund with a substantially similar investment program and
portfolio of securities. In addition, each Lord Abbett Fund has a lower total
expense ratio than the corresponding Phoenix Fund's total expense ratio, without
considering subsidies by the Phoenix Fund's investment adviser.
HOW EACH REORGANIZATION WILL WORK
The Reorganization Plans provide that each Phoenix Fund will transfer all assets
and stated liabilities to the corresponding Lord Abbett Fund in exchange for
shares of that Lord Abbett Fund, in an amount equal in value to the aggregate
net asset value of that Phoenix Fund's shares. These transfers are expected to
occur after the close of business on or about [________], 2005 (the "Closing
Date"), based on the value of each Fund's assets and liabilities as of the close
of
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the regular trading session on the New York Stock Exchange (normally, 4:00 p.m.
Eastern time) on the Closing Date (the "Effective Time").
As soon as practicable after the transfer of each Phoenix Fund's assets and
stated liabilities, each Phoenix Fund will make a liquidating distribution to
its shareholders of the Lord Abbett Fund shares received, so that a holder of
shares in a Phoenix Fund at the Effective Time of the Reorganization will
receive a number of shares of the corresponding Lord Abbett Fund with the same
aggregate value as the shareholder had in the Phoenix Fund at the Effective
Time. On the Closing Date, shareholders of each Phoenix Fund will become
shareholders of the corresponding Lord Abbett Fund. Each Phoenix Fund will then
be dissolved as soon as reasonably practicable after the Closing date.
The Reorganizations are intended to result in no income, gain or loss being
recognized for federal income tax purposes to any of the Lord Abbett Funds, the
Phoenix Funds, or the shareholders of the Phoenix Funds.
In recommending each of the Reorganizations, the Trustees of your Phoenix Fund
have determined that the Reorganization is in the best interest of your Phoenix
Fund and will not dilute the interests of shareholders of your Phoenix Fund. The
Trustees have made that determination on the basis of the factors listed above
and discussed in more detail under each proposal. A Reorganization might not be
in the best interest of the shareholders of a mutual fund if the surviving fund
had higher expenses, less experienced management, or the adviser did not have
adequate resources to manage the affairs of the mutual fund.
FUND SERVICE PROVIDERS
The Phoenix Edge Series Fund and Lord Abbett Series Fund, Inc. each are
open-end, management investment companies registered under the Investment
Company Act of 1940 (the "1940 Act"). Phoenix Variable Advisors, Inc. ("PVA") is
the investment adviser of each of the Phoenix Funds. Lord, Abbett & Co. LLC
("Lord Abbett") is the subadviser to each of the Phoenix Funds. State Street
Bank and Trust Company serves as custodian for each of the Phoenix Funds.
Phoenix Equity Planning Corporation serves as financial agent for each of the
Phoenix Funds and, as such, performs administrative, bookkeeping and pricing
functions. Lord Abbett is the investment adviser of each Lord Abbett Fund. Lord
Abbett Distributor LLC, a wholly owned subsidiary of Lord Abbett, is the
distributor of each Lord Abbett Fund. State Street Bank and Trust Company, DST
Systems, Inc., and Lord Abbett serve as custodian, transfer agent, and
administrator, respectively, of each Lord Abbett Fund.
WHERE TO GET MORE INFORMATION
To ask questions about this Proxy Statement/Prospectus, call your Phoenix Fund's
toll-free telephone number: 1-800-541-0171.
A statement of additional information ("SAI") for this joint Proxy
Statement/Prospectus, dated _______, 2005 contains additional information about
your Phoenix Funds and the Lord Abbett Funds and is incorporated by reference
into this Proxy Statement/Prospectus. The SAI is
4
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available to you upon request and without charge by writing to Lord Abbett
Series Fund, 90 Hudson Street, Jersey City, New Jersey 07302-3973, or calling
toll-free 1-888-522-2388.
For a more detailed discussion of the investment objectives, policies, and risks
of the Phoenix Funds, see the Phoenix Funds' prospectus and statement of
additional information dated May 1, 2004, as amended and/or supplemented, which
have been filed with the SEC and are incorporated by reference into this Proxy
Statement/Prospectus insofar as they relate to the Phoenix Funds. No other parts
of the prospectus or statement of additional information other than those that
relate to the Phoenix Funds are incorporated herein. Copies of the Phoenix Funds
prospectus and statement of additional information are available upon request
and without charge by writing Phoenix Variable Products Operations, P.O. Box
8027, Boston, Massachusetts 02266-8027, or calling toll-free 1-800-541-0171.
For a more detailed discussion of the investment objectives, policies and risks
of the Lord Abbett Funds, see each Lord Abbett Fund's prospectus dated May 1,
2004, as supplemented, which has been filed with the SEC, and statement of
additional information dated May 1, 2004, as supplemented, which has been filed
with the SEC. Copies of the Lord Abbett Funds' prospectuses and statement of
additional information are available upon request and without charge by writing
to Lord Abbett Series Fund, 90 Hudson Street, Jersey City, New Jersey
07302-3973, or calling toll-free 1-888-522-2388.
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TABLE OF CONTENTS
<Table>
<Caption>
PAGE
Introduction 2
Proposal 1--Phoenix-Lord Abbett Bond-Debenture Series
Proposal 2--Phoenix-Lord Abbett Large-Cap Value Series
Proposal 3--Phoenix-Lord Abbett Mid-Cap Value Series
Terms of Each Agreement and Plan of Reorganization
Tax Status of Each Reorganization
Shareholder Rights
Voting Matters
Available Information
Additional Information About the Lord Abbett Funds
Financial Highlights
Ownership of Shares of the Funds
Other Business
Contract Owner Inquiries
Available Information
Exhibit A - Agreement and Plan of Reorganization A-1
</Table>
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PHOENIX-LORD ABBETT BOND-DEBENTURE SERIES
and
LORD ABBETT SERIES FUND--BOND-DEBENTURE PORTFOLIO
PROPOSAL 1
APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION
This summary is designed to allow you to compare important characteristics of
the Phoenix-Lord Abbett Bond-Debenture Series with those of the Lord Abbett
Series Fund--Bond-Debenture Portfolio (each, a "Fund," and collectively, the
"Funds") and provide you with additional information about the principal risks
of investing in the Lord Abbett Series Fund--Bond-Debenture Portfolio.
Shareholders should read this entire Proxy Statement/Prospectus carefully,
including the form of Agreement and Plan of Reorganization attached as Exhibit
A-1, because it contains details that are not in the summary. For more
information, please read the prospectus for each Fund.
BUSINESS OF THE FUNDS
The Phoenix-Lord Abbett Bond-Debenture Series is a series of The Phoenix Edge
Series Fund, which is a diversified open-end management investment company
registered under the Investment Company Act and organized as a Massachusetts
business trust. Lord Abbett Series Fund--Bond-Debenture Portfolio is a class of
the Lord Abbett Series Fund, Inc., which is a diversified open-end management
investment company registered under the Investment Company Act and organized as
a Maryland corporation.
As of December 31, 2004, the Phoenix-Lord Abbett Bond-Debenture Series held net
assets of [$__ million] and the Lord Abbett Series Fund--Bond-Debenture
Portfolio held net assets of [$__ million].
INVESTMENT ADVISERS AND PORTFOLIO MANAGERS
Phoenix Variable Advisors, Inc. ("PVA") is the investment adviser to the
Phoenix-Lord Abbett Bond-Debenture Series. PVA began operations as an investment
adviser in 1999. As of December 31, 2004, PVA had [$____ million] in assets
under management. PVA is located at One American Row, Hartford, Connecticut
06102-5056. Lord, Abbett & Co. LLC ("Lord Abbett") is the subadviser to the
Phoenix-Lord Abbett Bond-Debenture Series and is responsible for its day-to-day
portfolio management. Founded in 1929, Lord Abbett manages one of the nation's
oldest mutual fund complexes, with assets under management of approximately
[$___ billion] in more than 40 mutual fund portfolios and other advisory
accounts as of December 31, 2004. Lord Abbett is located at 90 Hudson Street,
Jersey City, New Jersey 07302-3973. Lord Abbett is the investment adviser to the
Lord Abbett Series Fund--Bond-Debenture Portfolio and is responsible for its
day-to-day portfolio management.
7
<Page>
Although the investment advisers of the Funds are different, the portfolio
management teams of each Fund are the same. Lord Abbett uses a team of
investment managers and analysts acting together to manage each Fund's
investments. Christopher J. Towle, Partner and Investment Manager, heads the
team. Mr. Towle is a holder of the Chartered Financial Analyst designation. He
joined Lord Abbett in 1987 and has been in the investment business since 1980.
INVESTMENT OBJECTIVES, POLICIES, AND RESTRICTIONS
This section will help you compare the investment objectives and principal
investment strategies of the Phoenix-Lord Abbett Bond-Debenture Series with the
Lord Abbett Series Fund--Bond-Debenture Portfolio. Please be aware that this is
only a brief discussion. More information may be found in the Funds'
prospectuses and statements of additional information.
The Funds have substantially similar investment objectives and invest in similar
types of securities. Each Fund seeks high current income and the opportunity for
capital appreciation to produce a high total return. To pursue this objective,
each Fund, under normal circumstances, will invest at least 80% of its net
assets, plus the amount of any borrowings for investment purposes, in fixed
income securities of various types. These securities may include: all types of
bonds, debentures, mortgage-related and other asset-backed securities, and
high-yield and investment grade debt securities, U.S. Government securities,
equity-related securities such as convertibles and debt securities with
warrants, and emerging market debt securities. At least 20% of each Fund's net
assets must be invested in any combination of investment grade debt securities,
U.S. Government securities, and cash equivalents. Each Fund may invest up to 20%
of its net assets in equity securities, including common stocks, preferred
stocks, convertible preferred stocks, warrants, and similar instruments. Common
stocks, the most familiar type of equity security, represent an ownership
interest in a company. Each Fund may invest up to 20% of its net assets in
foreign securities. Under normal circumstances, the duration of the Fund's debt
securities will be between three and seven years with an average maturity of
five to twelve years.
Lord Abbett, as day-to-day portfolio manager of each Fund, seeks unusual values,
using fundamental, bottom-up research to identify undervalued securities. Lord
Abbett attempts to reduce risks through portfolio diversification, credit
analysis and attention to current developments and trends in interest rates and
economic conditions.
At times each Fund may take a temporary defensive position by investing some or
all of its assets in short-term fixed income securities. Such securities may be
used to attempt to avoid losses in response to adverse market, economic,
political, or other conditions, to invest uncommitted cash balances, or to
maintain liquidity to meet shareholder redemptions. These securities may
include: obligations of the U.S. Government and its agencies and
instrumentalities, commercial paper, bank certificates of deposit, bankers'
acceptances, and repurchase agreements collateralized by cash and obligations of
the U.S. Government and its agencies and instrumentalities. These investments
could reduce the benefit from any upswing in the market and prevent a Fund from
achieving its investment objective.
8
<Page>
PURCHASE AND REDEMPTION OF SHARES
With respect to each Fund, you may direct the purchase or redemption of shares
of a Fund only in connection with your ownership of variable annuity contracts
or variable life insurance policies offered through insurance company separate
accounts. You may not place orders directly with a Fund. You should refer to the
product prospectus describing your particular variable annuity or variable life
insurance contract for information on how to select specific funds as underlying
investment options for your contract and how to redeem monies from the
sub-accounts that invest in the Funds.
With respect to each Fund, net asset value ("NAV") per share is calculated,
under normal circumstances, each business day at the close of regular trading on
the New York Stock Exchange ("NYSE"), normally 4:00 p.m. Eastern time. Purchases
and sales of Fund shares are executed at the NAV next determined after the Fund
receives the order in proper form. Assuming they are in proper form, purchase
and sale orders must be placed by the close of trading on the NYSE in order to
receive that day's NAV; orders placed after the close of trading on the NYSE
will receive the next day's NAV.
Shares of the Phoenix-Lord Abbett Bond-Debenture Series are currently offered
through certain separate accounts to fund variable accumulation annuity
contracts and variable universal life insurance policies issued by Phoenix Life
Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity
Company. Shares of the Lord Abbett Series Fund--Bond-Debenture Portfolio are
currently offered only to separate accounts of certain insurance companies that
are unaffiliated with Lord Abbett.
TRANSFER PRIVILEGES
You may reallocate assets held under your variable annuity or variable life
insurance contract to other funds offered under your contract consistent with
the provisions of your contract and timely receipt by the insurance company of
all information necessary to process such requests.
DISTRIBUTIONS AND TAXES
Each Fund expects to pay its shareholders dividends from its net investment
income annually and to distribute any net capital gains annually. The
Phoenix-Lord Abbett Bond-Debenture Series automatically reinvests all income and
capital gain distributions in additional shares of the Fund. The Lord Abbett
Series Fund--Bond-Debenture Portfolio reinvests all dividends and distributions
in additional shares of the Fund at the election of the participating life
insurance companies.
Each Fund intends to comply with the diversification requirements of the
Internal Revenue Code applicable to regulated investment companies so that it
will not be subject to U.S. federal income taxes on income and capital gains
that are distributed to shareholders. For information about the federal income
tax treatment of distributions to the separate accounts that hold shares in a
Fund, you should refer to the product prospectus describing your particular
variable annuity or variable life insurance contract.
9
<Page>
PRINCIPAL RISKS
Each Fund is subject to the general risks and considerations associated with
investing in debt securities. Because the Funds have substantially similar
investment objectives and invest in similar types of securities, each is subject
to the same principal risks.
The value of your investment will change as interest rates fluctuate and in
response to market movements. When interest rates rise, the prices of debt
securities are likely to decline. Longer-term debt securities are usually more
sensitive to interest rate changes. This means that the longer the maturity of a
security, the greater the effect a change in interest rates is likely to have on
its price.
High-yield debt securities, or junk bonds, are usually more credit sensitive
than interest rate sensitive. In times of economic uncertainty, these securities
may decline in price, even when interest rates are falling. There is also the
risk that an issuer of a debt security will fail to make timely payments of
principal or interest to a Fund, a risk that is greater with junk bonds. Some
issuers, particularly of junk bonds, may default as to principal and/or interest
payments after a Fund purchases their securities. A default, or concerns in the
market about an increase in risk of default, may result in losses to a Fund. In
addition, the market for high-yield debt securities generally is less liquid
than the market for higher-rated securities, subjecting them to greater price
fluctuations.
The mortgage-related securities in which each Fund invests may be particularly
sensitive to changes in prevailing interest rates. When interest rates are
declining, the value of these securities with prepayment features may not
increase as much as other fixed income securities. The prepayment risk also will
affect the price and volatility of a mortgage-related security.
The value of each Fund's equity securities will fluctuate in response to
movements in the equity securities market in general and to the changing
prospects of the individual companies issuing the securities. This may cause a
Fund to produce poor performance relative to other funds, including those that
invest exclusively in fixed income securities.
Investments in foreign securities may present increased market, liquidity,
currency, political, information, and other risks.
An investment in a Fund is not a bank deposit and is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.
Neither Fund is a complete investment program and may not be appropriate for all
investors. You could lose money by investing in a Fund.
The following are some additional investment techniques that might be used by
each Fund and some of the risks associated with those techniques:
ADJUSTING INVESTMENT EXPOSURE. Each Fund will be subject to the risks associated
with investments. Each Fund may, but is not required to, use various strategies
to change its
10
<Page>
investment exposure to adjust to changes in economic, social, political, and
general market conditions, which affect security prices, interest rates,
currency exchange rates, commodity prices, and other factors. For example, a
Fund may seek to hedge against certain market risks. These strategies may
involve effecting transactions in derivative and similar instruments, including
but not limited to options, futures, forward contracts, swap agreements,
warrants, and rights. If Lord Abbett judges market conditions incorrectly or
uses a hedging strategy that does not correlate well with a Fund's investments,
it could result in a loss, even if Lord Abbett intended to lessen risk or
enhance returns. These strategies may involve a small investment of cash
compared to the magnitude of the risk assumed, and could produce
disproportionate gains or losses.
CONVERTIBLE SECURITIES. Each Fund may invest in convertible bonds and
convertible preferred stocks. These investments tend to be more volatile than
debt securities, but tend to be less volatile and produce more income than their
underlying common stocks. The markets for convertible securities may be less
liquid than markets for common stocks or bonds.
DEPOSITARY RECEIPTS. Each Fund may invest in American Depositary Receipts
("ADRs") and similar depositary receipts. ADRs, typically issued by a financial
institution (a "depositary"), evidence ownership interests in a security or a
pool of securities issued by a foreign company and deposited with the
depositary. Prices of ADRs are quoted in U.S. dollars and ADRs are traded in the
United States. Ownership of ADRs entails similar investment risks to direct
ownership of foreign securities traded outside the United States, including
increased market, liquidity, currency, political, information, and other risks.
FOREIGN SECURITIES. Each Fund may invest up to 20% of its net assets in foreign
securities that are primarily traded outside the United States. This limitation
does not include ADRs. Foreign securities may pose greater risks than domestic
securities. Foreign markets and the securities traded in them may not be subject
to the same degree of regulation as U.S. markets. As a result, there may be less
information publicly available about foreign companies than most U.S. companies.
Securities clearance and settlement procedures and trading practices may be
different, and transaction costs may be higher in foreign countries. There may
be less trading volume and liquidity in foreign markets, subjecting the
securities traded in them to greater price fluctuations. Foreign investments
also may be affected by changes in currency rates or currency controls. In
addition, each Fund may invest in less developed countries, sometimes referred
to as emerging markets. The risks of investing in foreign markets are generally
more severe in emerging markets.
MORTGAGE-RELATED AND OTHER ASSET-BACKED SECURITIES. The mortgage- and
asset-backed securities in which each Fund may invest may be particularly
sensitive to changes in prevailing interest rates. Like other debt securities,
when interest rates rise, the value of mortgage- and other asset-backed
securities generally will decline; however, when interest rates are declining,
the value of mortgage-related securities with prepayment features may not
increase as much as other fixed income securities. Early repayment of principal
on some mortgage-related securities may deprive a Fund of income payments above
current market rates. The rate of prepayments on underlying mortgages also will
affect the price and volatility of a mortgage-related security. The value of
some mortgage-related and other asset-backed securities may fluctuate in
response to
11
<Page>
the market's perception of the creditworthiness of the issuers. Additionally,
although mortgages and mortgage-related securities are generally supported by
some form of government or private guarantee and/or insurance, there is no
assurance that private guarantors or insurers will meet their obligations.
INVESTMENT MANAGEMENT ARRANGEMENTS
PVA provides investment advisory and management services to the Phoenix-Lord
Abbett Bond-Debenture Series pursuant to an Investment Advisory Agreement. Under
the Investment Advisory Agreement, PVA is entitled to an investment advisory and
management fee of 0.75% of the Fund's average daily net assets.
PVA has voluntarily agreed to reimburse the Phoenix-Lord Abbett Bond-Debenture
Series for expenses other than the management fee to the extent that such
expenses exceed 0.15% of the Fund's average daily net assets. PVA may change or
eliminate this voluntary expense cap at any time without notice.
PVA has entered into an advisory agreement with Lord Abbett pursuant to which
PVA has appointed Lord Abbett to carry out the day-to-day investment and
reinvestment of the assets of the Phoenix-Lord Abbett Bond-Debenture Series. PVA
compensates Lord Abbett based on an annual percentage of the Fund's daily net
assets as follows: 0.35% on the first $250 million; 0.30% on the next $750
million, and 0.25% on the excess. No additional management fees are paid by the
Phoenix-Lord Abbett Bond-Debenture Series to Lord Abbett.
Lord Abbett provides investment management services to the Lord Abbett Series
Fund--Bond-Debenture Portfolio pursuant to an Investment Advisory Agreement.
Under the Investment Advisory Agreement, Lord Abbett is entitled to an
investment advisory and management fee at an annual rate of 0.50% of the Fund's
average daily net assets. In addition, Lord Abbett provides certain
administrative services to the Lord Abbett Series Fund--Bond-Debenture Portfolio
for a fee at the annual rate of .04% of the Fund's average daily net assets. The
Fund pays all expenses not expressly assumed by Lord Abbett. Lord Abbett has
contractually agreed to reimburse a portion of the Fund's expenses to the extent
necessary to maintain its "Other Expenses" at an aggregate rate of .40% of its
average daily net assets.
PAST PERFORMANCE
The bar charts and tables below provide some indication of the risks of
investing in each Fund by illustrating the variability of each Fund's returns.
Each assumes reinvestment of dividends and distributions. A Fund's past
performance is not necessarily an indication of how the Fund will perform in the
future.
The bar charts show changes in the performance of each Fund's shares from
calendar year to calendar year. Each Fund's shares are currently sold only to
certain insurance company separate accounts that fund variable annuity contracts
and variable life insurance policies. These charts do not reflect the sales
charges or other expenses of such contracts. If those sales charges and expenses
were reflected, returns would be less.
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<Page>
[CHART]
- --------------------------------------------------------------------------------
BAR CHART (PER CALENDAR YEAR) - CLASS VC SHARES
- --------------------------------------------------------------------------------
<Table>
2002 +7.9%
2003 +18.0%
</Table>
<Table>
BEST QUARTER 2nd Q '03 +6.9%
WORST QUARTER 3rd Q '02 -1.0%
</Table>
The tables below show how the average annual total returns of each Fund's shares
compare to those of a broad-based securities market index and a more narrowly
based securities market index that more closely reflects the market sectors in
which each Fund invests. A Fund's average annual returns in a table do not
reflect the deduction of any separate account or contract charges. The returns
would have been less than those shown if such charges were deducted.
PHOENIX-LORD ABBETT BOND-DEBENTURE SERIES
AVERAGE ANNUAL TOTAL RETURNS THROUGH DECEMBER 31, 2003
<Table>
<Caption>
1 YEAR LIFE OF THE FUND (1)
Phoenix-Lord Abbett Bond-Debenture Series 17.76% 17.63%
Merrill Lynch High Yield Master II Index (2) 28.15% 25.12%
Lehman Brothers Aggregate Bond Index (3) 4.10% 5.88%
</Table>
(1) Since August 12, 2002.
(2) The Merrill Lynch High Yield Master II Index measures total return
performance for high-yield bonds. The index is not available for
direct investment and performance for the index does not reflect fees
or expenses.
(3) The Lehman Brothers Aggregate Bond Index is an unmanaged, commonly
used measure of broad bond market total return performance and is
provided for general comparative purposes. The index is not available
for direct investment and performance for the index does not reflect
fees or expenses.
LORD ABBETT SERIES FUND--BOND-DEBENTURE PORTFOLIO
AVERAGE ANNUAL TOTAL RETURNS THROUGH DECEMBER 31, 2003
<Table>
<Caption>
1 YEAR LIFE OF THE FUND (4)
Lord Abbett Series Fund--Bond-Debenture
Portfolio 18.01% 12.51%
CSFB High Yield Index (5) 27.94% 14.25%
Lehman Brothers Aggregate Bond Index 4.10% 6.51%
</Table>
(4) Since December 3, 2001.
(5) The CSFB High Yield Index measures total return performance for
high-yield bonds. The index is not available for direct investment and
performance for the index does not reflect fees or expenses.
THE FUNDS' FEES AND EXPENSES
The following comparative fee table shows the fees and expenses for each Fund as
of December 31, 2003. The fee table, including the example below, shows only
expenses that are deducted
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from the assets of each Fund. The pro forma column of the table shows the Lord
Abbett Series Fund--Bond-Debenture Portfolio's fees assuming that the
Reorganization is approved. The table does not reflect fees associated with a
separate account that invests in a Fund or any costs associated with ownership
of a variable annuity or variable life insurance contract for which a Fund is an
investment option. If these fees were reflected, the total expenses would be
higher than those shown. The Funds do not assess any sales loads, redemption or
exchange fees, but contract owners do indirectly bear Annual Fund Operating
Expenses, which vary from year to year.
ANNUAL FUND OPERATING EXPENSES
(expenses deducted from Fund assets, as a % of average daily net assets)
<Table>
<Caption>
LORD ABBETT SERIES PRO FORMA LORD ABBETT
PHOENIX-LORD ABBETT FUND--BOND-DEBENTURE SERIES FUND--BOND-
BOND-DEBENTURE SERIES PORTFOLIO DEBENTURE PORTFOLIO
Management Fee 0.75% 0.50% 0.50%
Other Expenses 1.77% 0.49% 0.61%
Total Fund Operating Expenses 2.52% 0.99% 1.11%
Expense Reimbursement (1) 0.09%(2) 0.21%(2)
Net Fund Operating Expenses (1) 0.90% 0.90%
</Table>
(1) As described above, PVA has voluntarily agreed to reimburse the
Phoenix-Lord Abbett Bond-Debenture Series' expenses other than the
management fee to the extent that such expenses exceed 0.15% of the
Fund's average daily net assets (the "expense cap"). The Fund
operating expenses after reimbursement were 0.90% for the year ended
December 31, 2003. The expense cap noted above may be changed or
eliminated at any time without notice.
(2) As described above, Lord Abbett has contractually agreed to reimburse
a portion of the expenses of the Lord Abbett Series
Fund--Bond-Debenture Portfolio to the extent necessary to maintain the
Fund's "Other Expenses" at an aggregate rate of 0.40% of its average
daily net assets.
The hypothetical example below helps you compare the cost of investing in each
Fund with the cost of investing in other mutual funds. The example assumes that
you invest $10,000 in a Fund for the time periods indicated and then redeem all
of your shares at the end of those periods. The table does not reflect fees
associated with a separate account that invests in the Funds or any costs
associated with ownership of a variable annuity or variable life insurance
contract for which the Funds are investment options. If these fees were
reflected, fees and charges would be higher than those shown. The first two
examples do not assume that any fund expense waiver or reimbursement
arrangements are in effect for the periods indicated. To the extent fees are
waived and/or expenses are reimbursed, your expenses would be lower. The next
two examples take into consideration the contractual agreement of Lord Abbett to
reimburse expenses for the Lord Abbett Series Fund--Bond-Debenture Portfolio.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
<Table>
<Caption>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Phoenix-Lord Abbett
Bond-Debenture Series $ 255 $ 784 $ 1,340 $ 2,854
</Table>
14
<Page>
<Table>
Lord Abbett Series Fund--
Bond-Debenture Portfolio $ 101 $ 315 $ 547 $ 1,213
Lord Abbett Series Fund--
Bond-Debenture Portfolio
(with contractual expense reimbursement) $ 92 $ 306 $ 538 $ 1,205
Pro Forma Lord Abbett Series Fund--
Bond-Debenture Portfolio
(with contractual expense reimbursement) $ 92 $ 306 $ 538 $ 1,205
</Table>
CAPITALIZATION
The following table sets forth, as of June 30, 2004, the capitalization of each
Fund and the pro forma combined capitalization of the Lord Abbett Series
Fund--Bond-Debenture Portfolio assuming the Reorganization has taken place. The
capitalizations are likely to be different on the Closing Date as a result of
daily share purchase and redemption activity.
<Table>
<Caption>
NET ASSET VALUE SHARES
FUND NET ASSETS PER SHARE OUTSTANDING
Phoenix-Lord Abbett
Bond-Debenture Series $ 18,957,830 $ 11.36 1,669,206
Lord Abbett Series Fund--
Bond-Debenture Portfolio $ 113,118,215 $ 11.91 9,496,132
Pro Forma Lord Abbett Series Fund--
Bond-Debenture Portfolio $ 132,076,045 $ 11.91 11,087,623
</Table>
It is impossible to predict how many shares of Lord Abbett Series
Fund--Bond-Debenture Portfolio will actually be received and distributed by the
Phoenix-Lord Abbett Bond-Debenture Series on the Reorganization date. The table
should not be relied upon to determine the amount of Lord Abbett Series
Fund--Bond-Debenture Portfolio's shares that will actually be received and
distributed.
REASONS FOR THE PROPOSED REORGANIZATION
During discussions held on [________, 2004], the Board of Trustees of The
Phoenix Edge Series Trust raised various questions, and received responsive
information from PVA, regarding the Reorganization, including possible
Reorganization candidates. At the meeting held on [________, 2004] the Board of
Trustees of the Trust, including the trustees who are not "interested persons"
(within the meaning of the 1940 Act) (the "Independent Trustees"), were
presented with information to assist them in evaluating the Reorganization, such
as: (a) the terms and conditions of the Reorganization; (b) the compatibility of
the Funds' objectives, investment limitations and policies; (c) performance
history for the Funds; (d) pro forma and/or estimated expense ratios for the
Lord Abbett Series Fund--Bond-Debenture Portfolio and any changes in fees to be
paid or borne by shareholders of the Phoenix-Lord Abbett Bond-Debenture Series
(directly or indirectly) after the Reorganization; (e) the potential economies
of scale to be gained from the Reorganization; (f) any direct or indirect
federal income tax consequences to the
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<Page>
shareholders of the Phoenix-Lord Abbett Bond-Debenture Series; (g) the fact that
the Lord Abbett Series Fund--Bond-Debenture Portfolio will assume stated
liabilities of the Phoenix-Lord Abbett Bond-Debenture Series; (h) the fact that
Phoenix Life Insurance Company, Lord Abbett, or their affiliates will directly
or indirectly bear the Reorganization expenses incurred by the Phoenix-Lord
Abbett Bond-Debenture Series; and (i) the quality of management and compliance
issues and regulatory developments. The Board, including all of the Independent
Trustees, considered the above information, as well as other information, before
approving the Reorganization Plan. In considering the Reorganization, the
Independent Trustees were advised by independent legal counsel.
At the meeting on [________, 2004], the Board, including all of the Independent
Trustees, determined that the Reorganization is in the best interests of the
Phoenix-Lord Abbett Bond-Debenture Series and its shareholders and that the
interests of existing Phoenix-Lord Abbett Bond-Debenture Series shareholders
will not be diluted as a result of the Reorganization.
BOARD'S EVALUATION AND RECOMMENDATION
The Board, including the Independent Trustees, concluded that the Reorganization
was in the best interests of shareholders for a number of reasons. The Board
reviewed other available options for the Phoenix-Lord Abbett Bond-Debenture
Series, including continuing to operate the Fund but without expense subsidies,
seeking a new manager of the Trust, reorganizing the Fund with one or more other
series of the Trust and reorganizing the Fund with other available funds. After
reviewing alternatives, the Board, including the Independent Trustees, concluded
that the proposed Reorganization with the Lord Abbett Series
Fund--Bond-Debenture Portfolio was the best course available to the Phoenix-Lord
Abbett Bond-Debenture Series. In reaching that conclusion, the Board noted that,
based on the small size of the Fund and its sales projections, the Fund is not
expected to reach a size that will provide a reasonable expense ratio without
continued subsidies from PVA. In addition, the Board concluded that the Lord
Abbett Series Fund--Bond-Debenture Portfolio was the best alternative, given
that the Phoenix-Lord Abbett Bond-Debenture Series and the Lord Abbett Series
Fund--Bond-Debenture Portfolio are both managed by the same portfolio management
team and both are patterned after the same retail fund, and given that the Lord
Abbett Series Fund--Bond-Debenture Portfolio has similar performance to and a
lower overall expense ratio than the Phoenix-Lord Abbett Bond-Debenture Series
before expense reimbursement. The Board also noted that the Phoenix-Lord Abbett
Bond-Debenture Series will not bear any expenses in connection with the
Reorganization. Based upon the Lord Abbett Series Fund--Bond-Debenture
Portfolio's lower expense ratio and the fact that the Phoenix-Lord Abbett
Bond-Debenture Series will not ultimately bear any costs associated with the
Reorganization, the Board, including all of the Independent Trustees, concluded
that the interests of existing shareholders of the Phoenix-Lord Abbett
Bond-Debenture Series would not be diluted as a result of the Reorganization.
For the reasons described above, the Trustees, including the Independent
Trustees, approved the Reorganization. In particular, the Trustees determined
that the Reorganization is in the best interests of the Phoenix-Lord Abbett
Bond-Debenture Series. Similarly, the Board of Directors of Lord Abbett Series
Fund, Inc., including its Independent Directors, approved the
16
<Page>
Reorganization. They also determined that the Reorganization is in the best
interests of Lord Abbett Series Fund--Bond-Debenture Portfolio.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF PHOENIX-LORD ABBETT
BOND-DEBENTURE SERIES VOTE FOR THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF
REORGANIZATION.
17
<Page>
PHOENIX-LORD ABBETT LARGE-CAP VALUE SERIES
and
LORD ABBETT SERIES FUND--GROWTH AND INCOME PORTFOLIO
PROPOSAL 2
APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION
This summary is designed to allow you to compare important characteristics of
the Phoenix-Lord Abbett Large-Cap Value Series with those of the Lord Abbett
Series Fund--Growth and Income Portfolio (each, a "Fund," and collectively, the
"Funds") and provide you with additional information about the principal risks
of investing in the Lord Abbett Series Fund--Growth and Income Portfolio.
Shareholders should read this entire Proxy Statement/Prospectus carefully,
including the form of Agreement and Plan of Reorganization attached as Exhibit
A-1, because it contains details that are not in the summary. For more
information, please read the prospectus for each Fund.
BUSINESS OF THE FUNDS
The Phoenix-Lord Abbett Large-Cap Value Series is a series of The Phoenix Edge
Series Fund, which is a diversified open-end management investment company
registered under the Investment Company Act and organized as a Massachusetts
business trust. Lord Abbett Series Fund--Growth and Income Portfolio is a series
of the Lord Abbett Series Fund, Inc., which is a diversified open-end management
investment company registered under the Investment Company Act and organized as
a Maryland corporation. Lord Abbett Series Fund--Growth and Income Portfolio
offers in the Proxy Statement/Prospectus its Class VC shares.
As of December 31, 2004, the Phoenix-Lord Abbett Large-Cap Value Series held net
assets of [$__ million] and the Lord Abbett Series Fund--Growth and Income
Portfolio held net assets of [$__ million].
INVESTMENT ADVISERS AND PORTFOLIO MANAGERS
Phoenix Variable Advisors, Inc. ("PVA") is the investment adviser to the
Phoenix-Lord Abbett Large-Cap Value Series. PVA began operations as an
investment adviser in 1999. As of December 31, 2004, PVA had [$___ million] in
assets under management. PVA is located at One American Row, Hartford,
Connecticut 06102-5056. Lord, Abbett & Co. LLC ("Lord Abbett") is the subadviser
to the Phoenix-Lord Abbett Large-Cap Value Series and is responsible for its
day-to-day portfolio management. Founded in 1929, Lord Abbett manages one of the
nation's oldest mutual fund complexes, with assets under management of
approximately [$__ billion] in more than 40 mutual fund portfolios and other
advisory accounts as of December 31, 2004. Lord Abbett is located at 90 Hudson
Street, Jersey City, New Jersey 07302-3973. Lord Abbett is the investment
adviser to the Lord Abbett Series Fund--Growth and Income Portfolio and is
responsible for its day-to-day portfolio management.
18
<Page>
Although the investment advisers of the Funds are different, the portfolio
management teams of each Fund are the same. Lord Abbett uses a team of
investment managers and analysts acting together to manage each Fund's
investments. The senior members of the team are Sholom Dinsky, W. Thomas Hudson,
Jr., Robert G. Morris, Eli M. Salzmann, and Kenneth G. Fuller. Mr. Dinsky,
Partner and Large-Cap Value Portfolio Manager, joined Lord Abbett in 2000 after
serving as Managing Director of Prudential Asset Management. He is a holder of
the Chartered Financial Analyst designation and has been in the investment
business since 1967. Mr. Hudson, Partner and Investment Manager, joined Lord
Abbett in 1982. He is a holder of the Chartered Financial Analyst designation
and has been in the investment business since 1965. Mr. Morris, Partner and
Director of Equity Investments, joined Lord Abbett in 1991. He is a holder of
the Chartered Financial Analyst designation and has been in the investment
business since 1971. Mr. Salzmann, Partner and Director of Institutional Equity
Investments, joined Lord Abbett in 1997 after serving as Portfolio
Manager/Analyst at Mutual of America. He has been in the investment business
since 1986. Mr. Fuller, Portfolio Manager, joined Lord Abbett in 2002 from
Pioneer Investment Management, where he had served as Portfolio Manager and
Senior Vice President. Mr. Fuller is a holder of the Chartered Financial Analyst
designation and has been in the investment business since 1975.
INVESTMENT OBJECTIVES, POLICIES, AND RESTRICTIONS
This section will help you compare the investment objectives and principal
investment strategies of the Phoenix-Lord Abbett Large-Cap Value Series with the
Lord Abbett Series Fund--Growth and Income Portfolio. Please be aware that this
is only a brief discussion. More information may be found in the Funds'
prospectuses and statements of additional information.
The Funds have substantially similar investment objectives and invest in similar
types of securities. The Phoenix-Lord Abbett Large-Cap Value Series seeks
capital appreciation with income as a secondary consideration. The Lord Abbett
Series Fund--Growth and Income Portfolio's objective is long-term growth of
capital and income without excessive fluctuations in market value.
To pursue these goals, each Fund primarily purchases equity securities of large,
seasoned, U.S. and multinational companies that Lord Abbett believes are
undervalued. Under normal circumstances, each Fund will invest at least 80% of
its net assets in equity securities of large companies with market
capitalizations of at least $5 billion at the time of purchase. This market
capitalization threshold may vary in response to changes in the markets. Equity
securities may include common stocks, preferred stocks, convertible securities,
warrants, and similar instruments.
In selecting investments, each Fund attempts to invest in securities selling at
reasonable prices in relation to Lord Abbett's assessment of their potential
value. While there is the risk that an investment may never reach what Lord
Abbett thinks is its full value, or may go down in value, Lord Abbett's emphasis
on large, seasoned company value stocks may limit each Fund's downside risk
because value stocks are believed to be underpriced, and large, seasoned company
stocks tend to be less volatile than the stocks of smaller companies.
19
<Page>
Lord Abbett generally sells a stock when it seems less likely to benefit from
the current market and economic environment, shows deteriorating fundamentals,
or has reached Lord Abbett's valuation target.
At times each Fund may take a temporary defensive position by investing some or
all of its assets in short-term fixed income securities. Such securities may be
used to attempt to avoid losses in response to adverse market, economic,
political, or other conditions, to invest uncommitted cash balances, or to
maintain liquidity to meet shareholder redemptions. These securities may
include: obligations of the U.S. Government and its agencies and
instrumentalities, commercial paper, bank certificates of deposit, bankers'
acceptances, and repurchase agreements collateralized by cash and obligations of
the U.S. Government and its agencies and instrumentalities. These investments
could reduce the benefit from any upswing in the market and prevent a Fund from
achieving its investment objective.
PURCHASE AND REDEMPTION OF SHARES
With respect to each Fund, you may direct the purchase or redemption of shares
of a Fund only in connection with your ownership of variable annuity contracts
or variable life insurance policies offered through insurance company separate
accounts. You may not place orders directly with a Fund. You should refer to the
product prospectus describing your particular variable annuity or variable life
insurance contract for information on how to select specific funds as underlying
investment options for your contract and how to redeem monies from the
sub-accounts that invest in the Funds.
With respect to each Fund, net asset value ("NAV") per share is calculated,
under normal circumstances, each business day at the close of regular trading on
the New York Stock Exchange ("NYSE"), normally 4:00 p.m. Eastern time. Purchases
and sales of Fund shares are executed at the NAV next determined after the Fund
receives the order in proper form. Assuming they are in proper form, purchase
and sale orders must be placed by the close of trading on the NYSE in order to
receive that day's NAV; orders placed after the close of trading on the NYSE
will receive the next day's NAV.
Shares of the Phoenix-Lord Abbett Large-Cap Value Series are currently offered
through certain separate accounts to fund variable accumulation annuity
contracts and variable universal life insurance policies issued by Phoenix Life
Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity
Company. Shares of the Lord Abbett Series Fund--Growth and Income Portfolio are
currently offered only to separate accounts of certain insurance companies that
are unaffiliated with Lord Abbett.
TRANSFER PRIVILEGES
You may reallocate assets held under your variable annuity or variable life
insurance contract to other funds offered under your contract consistent with
the provisions of your contract and timely receipt by the insurance company of
all information necessary to process such requests.
DISTRIBUTIONS AND TAXES
20
<Page>
Each Fund expects to pay its shareholders dividends from its net investment
income annually and to distribute any net capital gains annually. The
Phoenix-Lord Abbett Large-Cap Value Series automatically reinvests all income
and capital gain distributions in additional shares of the Fund. The Lord Abbett
Series Fund--Growth and Income Portfolio reinvests all dividends and
distributions in additional shares of the Fund at the election of the
participating life insurance companies.
Each Fund intends to comply with the diversification requirements of the
Internal Revenue Code applicable to regulated investment companies so that it
will not be subject to U.S. federal income taxes on income and capital gains
that are distributed to shareholders. For information about the federal income
tax treatment of distributions to the separate accounts that hold shares in a
Fund, you should refer to the product prospectus describing your particular
variable annuity or variable life insurance contract.
PRINCIPAL RISKS
Each Fund is subject to the general risks and considerations associated with
equity investing, as well as the particular risks associated with value stocks.
This means the value of your investment will fluctuate in response to movements
in the equity securities market in general and to the changing prospects of
individual companies in which a Fund invests. Large value stocks may perform
differently than the market as a whole and other types of stocks, such as
small-company stocks and growth stocks. This is because different types of
stocks tend to shift in and out of favor depending on market and economic
conditions. The market may fail to recognize the intrinsic value of particular
value stocks for a long time. In addition, if a Fund's assessment of a company's
value or prospects for exceeding earnings expectations or market conditions is
wrong, the Fund could suffer losses or produce poor performance relative to
other funds, even in a rising market.
Due to its investments in multinational companies, each Fund may experience
increased market, liquidity, currency, political, information, and other risks.
An investment in a Fund is not a bank deposit and is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.
Neither Fund is a complete investment program and may not be appropriate for all
investors. You could lose money by investing in a Fund.
The following are some additional investment techniques that might be used by
each Fund and some of the risks associated with those techniques:
ADJUSTING INVESTMENT EXPOSURE. Each Fund will be subject to the risks associated
with investments. Each Fund may, but is not required to, use various strategies
to change its investment exposure to adjust to changes in economic, social,
political, and general market conditions, which affect security prices, interest
rates, currency exchange rates, commodity prices, and other factors. For
example, a Fund may seek to hedge against certain market risks. These strategies
may involve effecting transactions in derivative and similar instruments,
21
<Page>
including but not limited to options, futures, forward contracts, swap
agreements, warrants, and rights. If Lord Abbett judges market conditions
incorrectly or use a hedging strategy that does not correlate well with the
Fund's investments, it could result in a loss, even if Lord Abbett intended to
lessen risk or enhance returns. These strategies may involve a small investment
of cash compared to the magnitude of the risk assumed, and could produce
disproportionate gains or losses.
CONVERTIBLE SECURITIES. Each Fund may invest in convertible bonds and
convertible preferred stocks. These investments tend to be more volatile than
debt securities, but tend to be less volatile and produce more income than their
underlying common stocks. The markets for convertible securities may be less
liquid than markets for common stocks or bonds.
DEPOSITARY RECEIPTS. Each Fund may invest in American Depositary Receipts
("ADRs") and similar depositary receipts. ADRs, typically issued by a financial
institution (a "depositary"), evidence ownership interests in a security or a
pool of securities issued by a foreign company and deposited with the
depositary. Prices of ADRs are quoted in U.S. dollars and ADRs are traded in the
United States. Ownership of ADRs entails similar investment risks to direct
ownership of foreign securities traded outside the United States, including
increased market, liquidity, currency, political, information, and other risks.
Although a Fund may not invest more than 10% of its net assets in foreign
securities, ADRs are not subject to this limitation.
LISTED OPTIONS ON SECURITIES. Each Fund may purchase and write national
securities exchange-listed put and call options on securities or securities
indices. A Fund may use options for hedging or cross-hedging purposes, or to
seek to increase total return (which is considered a speculative activity). A
"call option" is a contract sold for a price giving its holder the right to buy
a specific number of securities at a specific price prior to a specified date. A
"covered call option" is a call option issued on securities already owned by the
writer of the call option for delivery to the holder upon the exercise of the
option. A Fund may write covered call options with respect to securities in its
portfolio in an attempt to increase income and to provide greater flexibility in
the disposition of portfolio securities. A "put option" gives the purchaser of
the option the right to sell, and obligates the writer to buy, the underlying
securities at the exercise price at any time during the option period. A put
option sold by a Fund is covered when, among other things, the Fund segregates
permissible liquid assets having a value equal to or greater than the exercise
price of the option to fulfill the obligation undertaken. A Fund will not
purchase an option if, as a result of such purchase, more than 10% of its total
assets would be invested in premiums for such options. A Fund may only sell
(write) covered put options to the extent that cover for such options does not
exceed 15% of its net assets. A Fund may only sell (write) covered call options
with respect to securities having an aggregate market value of less than 25% of
its total assets at the time an option is written.
RISKS OF OPTIONS. Fund transactions in options, if any, involve additional risk
of loss. Loss may result, for example, from adverse market movements, a lack of
correlation between changes in the value of these derivative instruments and the
Fund's assets being hedged, the potential illiquidity of the markets for
derivative instruments, the risk that the counterparty to an OTC contract will
fail to perform its obligations, or the risks arising from margin requirements
and related leverage factors associated with such transactions.
22
<Page>
INVESTMENT MANAGEMENT ARRANGEMENTS
PVA provides investment advisory and management services to the Phoenix-Lord
Abbett Large-Cap Value Series pursuant to an Investment Advisory Agreement.
Under the Investment Advisory Agreement, PVA is entitled to an investment
advisory and management fee of 0.75% of the Fund's average daily net assets.
PVA has voluntarily agreed to reimburse the Phoenix-Lord Abbett Large-Cap Value
Series for expenses other than the management fee to the extent that such
expenses exceed 0.15% of the Fund's average daily net assets. PVA may change or
eliminate this voluntary expense cap at any time without notice.
PVA has entered into an advisory agreement with Lord Abbett pursuant to which
PVA has appointed Lord Abbett to carry out the day-to-day investment and
reinvestment of the assets of the Phoenix-Lord Abbett Large-Cap Value Series.
PVA compensates Lord Abbett based on an annual percentage of the Fund's daily
net assets as follows: 0.35% on the first $600 million; 0.30% on the next $600
million, and 0.25% on the excess. No additional management fees are paid by the
Phoenix-Lord Abbett Large-Cap Value Series to Lord Abbett.
Lord Abbett provides investment management services to the Lord Abbett Series
Fund--Growth and Income Portfolio pursuant to an Investment Advisory Agreement.
Under the Investment Advisory Agreement, Lord Abbett is entitled to an
investment advisory and management fee at an annual rate of 0.50% of the Fund's
average daily net assets. In addition, Lord Abbett provides certain
administrative services to the Lord Abbett Series Fund--Growth and Income
Portfolio for a fee at the annual rate of .04% of the Fund's average daily net
assets. The Fund pays all expenses not expressly assumed by Lord Abbett.
PAST PERFORMANCE
The bar charts and tables below provide some indication of the risks of
investing in each Fund by illustrating the variability of each Fund's returns.
Each assumes reinvestment of dividends and distributions. A Fund's past
performance is not necessarily an indication of how the Fund will perform in the
future.
The bar charts show changes in the performance of each Fund's shares from
calendar year to calendar year. Each Fund's shares are currently sold only to
certain insurance company separate accounts that fund variable annuity contracts
and variable life insurance policies. These charts do not reflect the sales
charges or other expenses of such contracts. If those sales charges and expenses
were reflected, returns would be less.
[CHART]
- --------------------------------------------------------------------------------
Bar Chart (per calendar year) -- Class VC Shares
- --------------------------------------------------------------------------------
<Table>
94 +2.8%
95 +29.8%
96 +19.4%
97 +24.7%
98 +12.9%
99 +16.7%
2000 +15.8%
2001 -6.7%
2002 -18.0%
2003 +31.0%
</Table>
<Table>
BEST QUARTER 2nd Q '03 +17.7%
WORST QUARTER 3rd Q '02 -19.3%
</Table>
23
<Page>
The tables below show how the average annual total returns of each Fund's shares
compare to those of broad-based securities market indices. A Fund's average
annual returns in a table do not reflect the deduction of any separate account
or contract charges. The returns would have been less than those shown if such
charges were deducted.
PHOENIX-LORD ABBETT LARGE-CAP VALUE SERIES
AVERAGE ANNUAL TOTAL RETURNS THROUGH DECEMBER 31, 2003
<Table>
<Caption>
1 YEAR LIFE OF THE FUND (1)
Phoenix-Lord Abbett Large-Cap Value Series 30.24% 20.33%
S&P 500(R)/Barra Value Index (2) 31.80% 21.24%
S&P 500(R) Index (3) 28.71% 18.29%
</Table>
(1) Since August 12, 2002.
(2) The S&P 500(R)/Barra Value Index measures total return performance of
companies with higher book-to-price ratios. The index is not available
for direct investment and performance for the index does not reflect
fees or expenses.
(3) The S&P 500(R) Index is an unmanaged, commonly used measure of stock
market total return performance and is provided for general
comparative purposes. The index is not available for direct investment
and does not reflect fees or expenses.
LORD ABBETT SERIES FUND--GROWTH AND INCOME PORTFOLIO
AVERAGE ANNUAL TOTAL RETURNS THROUGH DECEMBER 31, 2003
<Table>
<Caption>
1 YEAR 5 YEARS 10 YEARS
Lord Abbett Series Fund--Growth and Income Portfolio 31.01% 6.25% 11.74%
S&P 500(R)/Barra Value Index 31.79% 1.95% 10.55%
Russell 1000(R) Value Index (4) 30.03% 3.56% 11.88%
S&P 500(R) Index 28.67% -0.57% 11.06%
</Table>
(4) The Russell 1000(R) Value Index measures total return performance of
companies with higher book-to-price ratios. The index is not available
for direct investment and performance for the index does not reflect
fees or expenses.
THE FUNDS' FEES AND EXPENSES
The following comparative fee table shows the fees and expenses for each Fund as
of December 31, 2003. The fee table, including the example below, shows only
expenses that are deducted from the assets of each Fund. The pro forma column of
the table shows the Lord Abbett Series Fund--Growth and Income Portfolio's fees
assuming that the Reorganization is approved. The table does not reflect fees
associated with a separate account that invests in a Fund or any costs
associated with ownership of a variable annuity or variable life insurance
contract for which a Fund is an investment option. If these fees were reflected,
the total expenses would be higher than those shown. The Funds do not assess any
sales loads, redemption or exchange fees, but
24
<Page>
contract owners do indirectly bear Annual Fund Operating Expenses, which vary
from year to year.
ANNUAL FUND OPERATING EXPENSES
(expenses deducted from Fund assets, as a % of average daily net assets)
<Table>
<Caption>
LORD ABBETT SERIES PRO FORMA LORD ABBETT
PHOENIX-LORD ABBETT FUND--GROWTH AND SERIES FUND--GROWTH
LARGE-CAP VALUE SERIES INCOME PORTFOLIO AND INCOME PORTFOLIO
Management Fee 0.75% 0.50% 0.50%
Other Expenses 1.10% 0.35% 0.35%
Total Fund Operating Expenses 1.85%(1) 0.85% 0.85%
</Table>
(1) As described above, PVA has voluntarily agreed to reimburse the
Phoenix-Lord Abbett Large-Cap Value Series' expenses other than the
management fee to the extent that such expenses exceed 0.15% of the Fund's
average daily net assets (the "expense cap"). The Fund operating expenses
after reimbursement were 0.90% for the year ended December 31, 2003. The
expense cap noted above may be changed or eliminated at any time without
notice.
The hypothetical example below helps you compare the cost of investing in each
Fund with the cost of investing in other mutual funds. The example assumes that
you invest $10,000 in a Fund for the time periods indicated and then redeem all
of your shares at the end of those periods. The table does not reflect fees
associated with a separate account that invests in the Funds or any costs
associated with ownership of a variable annuity or variable life insurance
contract for which the Funds are investment options. If these fees were
reflected, fees and charges would be higher than those shown. The examples do
not assume that any fund expense waiver or reimbursement arrangements are in
effect for the periods indicated. To the extent fees are waived and/or expenses
are reimbursed, your expenses will be lower. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
<Table>
<Caption>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Phoenix-Lord Abbett
Large-Cap Value Series $ 188 $ 581 $ 1,000 $ 2,168
Lord Abbett Series Fund--
Growth and Income Portfolio $ 87 $ 271 $ 471 $ 1,049
Pro Forma Lord Abbett Series Fund--
Growth and Income Portfolio $ 87 $ 271 $ 471 $ 1,049
</Table>
CAPITALIZATION
The following table sets forth, as of June 30, 2004, the capitalization of each
Fund and the pro forma combined capitalization of the Lord Abbett Series
Fund--Growth and Income Portfolio assuming the Reorganization has taken place.
The capitalizations are likely to be different on the Closing Date as a result
of daily share purchase and redemption activity.
25
<Page>
<Table>
<Caption>
NET ASSET VALUE SHARES
FUND NET ASSETS PER SHARE OUTSTANDING
Phoenix-Lord Abbett
Large-Cap Value Series $ 60,557,984 $ 13.25 4,571,017
Lord Abbett Series Fund--
Growth and Income Portfolio $ 897,697,721 $ 25.40 35,348,032
Pro Forma Lord Abbett Series Fund--
Growth and Income Portfolio $ 958,255,705 $ 25.40 37,732,589
</Table>
It is impossible to predict how many shares of Lord Abbett Series Fund--Growth
and Income Portfolio will actually be received and distributed by the
Phoenix-Lord Abbett Large-Cap Value Series on the Reorganization date. The table
should not be relied upon to determine the amount of Lord Abbett Series
Fund--Growth and Income Portfolio's shares that will actually be received and
distributed.
REASONS FOR THE PROPOSED REORGANIZATION
During discussions held on [________, 2004], the Board of Trustees of The
Phoenix Edge Series Trust raised various questions, and received responsive
information from PVA, regarding the Reorganization, including possible
Reorganization candidates. At the meeting held on [________, 2004] the Board of
Trustees of the Trust, including the trustees who are not "interested persons"
(within the meaning of the 1940 Act) (the "Independent Trustees"), were
presented with information to assist them in evaluating the Reorganization, such
as: (a) the terms and conditions of the Reorganization; (b) the compatibility of
the Funds' objectives, investment limitations and policies; (c) performance
history for the Funds; (d) pro forma and/or estimated expense ratios for the
Lord Abbett Series Fund--Growth and Income Portfolio and any changes in fees to
be paid or borne by shareholders of the Phoenix-Lord Abbett Large-Cap Value
Series (directly or indirectly) after the Reorganization; (e) the potential
economies of scale to be gained from the Reorganization; (f) any direct or
indirect federal income tax consequences to the shareholders of the Phoenix-Lord
Abbett Large-Cap Value Series; (g) the fact that the Lord Abbett Series
Fund--Growth and Income Portfolio will assume stated liabilities of the
Phoenix-Lord Abbett Large-Cap Value Series; (h) the fact that Phoenix Life
Insurance Company, Lord Abbett, or their affiliates will directly or indirectly
bear the Reorganization expenses incurred by the Phoenix-Lord Abbett Large-Cap
Value Series; and (i) the quality of management and compliance issues and
regulatory developments. The Board, including all of the Independent Trustees,
considered the above information, as well as other information, before approving
the Reorganization Plan. In considering the Reorganization, the Independent
Trustees were advised by independent legal counsel.
At the meeting on [________, 2004], the Board, including all of the Independent
Trustees, determined that the Reorganization is in the best interests of the
Phoenix-Lord Abbett Large-Cap Value Series and its shareholders and that the
interests of existing Phoenix-Lord Abbett Large-Cap Value Series shareholders
will not be diluted as a result of the Reorganization.
BOARD'S EVALUATION AND RECOMMENDATION
26
<Page>
The Board, including the Independent Trustees, concluded that the Reorganization
was in the best interests of shareholders for a number of reasons. The Board
reviewed other available options for the Phoenix-Lord Abbett Large-Cap Value
Series, including continuing to operate the Fund but without expense subsidies,
seeking a new manager of the Trust, reorganizing the Fund with one or more other
series of the Trust and reorganizing the Fund with other available funds. After
reviewing alternatives, the Board, including the Independent Trustees, concluded
that the proposed Reorganization with the Lord Abbett Series Fund--Growth and
Income Portfolio was the best course available to the Phoenix-Lord Abbett
Large-Cap Value Series. In reaching that conclusion, the Board noted that, based
on the small size of the Fund and its sales projections, the Fund is not
expected to reach a size that will provide a reasonable expense ratio without
continued subsidies from PVA. In addition, the Board concluded that the Lord
Abbett Series Fund--Growth and Income Portfolio was the best alternative, given
that the Phoenix-Lord Abbett Large-Cap Value Series and the Lord Abbett Series
Fund--Growth and Income Portfolio are both managed by the same portfolio
management team and both are patterned after the same retail fund, and given
that the Lord Abbett Series Fund--Growth and Income Portfolio has similar
performance to and a lower overall expense ratio than the Phoenix-Lord Abbett
Large-Cap Value Series before expense reimbursement. The Board also noted that
the Phoenix-Lord Abbett Large-Cap Value Series will not bear any expenses in
connection with the Reorganization. Based upon the Lord Abbett Series
Fund--Growth and Income Portfolio's lower expense ratio and the fact that the
Phoenix-Lord Abbett Large-Cap Value Series will not ultimately bear any costs
associated with the Reorganization, the Board, including all of the Independent
Trustees, concluded that the interests of existing shareholders of the
Phoenix-Lord Abbett Large-Cap Value Series would not be diluted as a result of
the Reorganization.
For the reasons described above, the Trustees, including the Independent
Trustees, approved the Reorganization. In particular, the Trustees determined
that the Reorganization is in the best interests of the Phoenix-Lord Abbett
Large-Cap Value Series. Similarly, the Board of Directors of Lord Abbett Series
Fund, Inc., including its Independent Directors, approved the Reorganization.
They also determined that the Reorganization is in the best interests of Lord
Abbett Series Fund--Growth and Income Portfolio.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF PHOENIX-LORD ABBETT LARGE-CAP
VALUE SERIES VOTE FOR THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF
REORGANIZATION.
27
<Page>
PHOENIX-LORD ABBETT MID-CAP VALUE SERIES
and
LORD ABBETT SERIES FUND--MID-CAP VALUE PORTFOLIO
PROPOSAL 3
APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION
This summary is designed to allow you to compare important characteristics of
the Phoenix-Lord Abbett Mid-Cap Value Series with those of the Lord Abbett
Series Fund--Mid-Cap Value Portfolio (each, a "Fund," and collectively, the
"Funds") and provide you with additional information about the principal risks
of investing in the Lord Abbett Series Fund--Mid-Cap Value Portfolio.
Shareholders should read this entire Proxy Statement/Prospectus carefully,
including the form of Agreement and Plan of Reorganization attached as Exhibit
A-1, because it contains details that are not in the summary. For more
information, please read the prospectus for each Fund.
BUSINESS OF THE FUNDS
The Phoenix-Lord Abbett Mid-Cap Value Series is a series of The Phoenix Edge
Series Fund, which is a diversified open-end management investment company
registered under the Investment Company Act and organized as a Massachusetts
business trust. Lord Abbett Series Fund--Mid-Cap Value Portfolio is a class of
the Lord Abbett Series Fund, Inc., which is a diversified open-end management
investment company registered under the Investment Company Act and organized as
a Maryland corporation.
As of December 31, 2004, the Phoenix-Lord Abbett Mid-Cap Value Series held net
assets of [$__ million] and the Lord Abbett Series Fund--Mid-Cap Value Portfolio
held net assets of [$__ million].
INVESTMENT ADVISERS AND PORTFOLIO MANAGERS
Phoenix Variable Advisors, Inc. ("PVA") is the investment adviser to the
Phoenix-Lord Abbett Mid-Cap Value Series. PVA began operations as an investment
adviser in 1999. As of December 31, 2004, PVA had [$___ million] in assets under
management. PVA is located at One American Row, Hartford, Connecticut
06102-5056. Lord, Abbett & Co. LLC ("Lord Abbett") is the subadviser to the
Phoenix-Lord Abbett Mid-Cap Value Series and is responsible for its day-to-day
portfolio management. Founded in 1929, Lord Abbett manages one of the nation's
oldest mutual fund complexes, with assets under management of approximately [$__
billion] in more than 40 mutual fund portfolios and other advisory accounts as
of December 31, 2004. Lord Abbett is located at 90 Hudson Street, Jersey City,
New Jersey 07302-3973. Lord Abbett is the investment adviser to the Lord Abbett
Series Fund--Mid-Cap Value Portfolio and is responsible for its day-to-day
portfolio management.
28
<Page>
Although the investment advisers of the Funds are different, the portfolio
management teams of each Fund are the same. Lord Abbett uses a team of
investment managers and analysts acting together to manage each Fund's
investments. Edward von der Linde, Partner and Investment Manager, heads the
team. Mr. von der Linde joined Lord Abbett in 1988 and has been in the
investment business since 1985. The other senior members of the team are Eileen
Banko, Howard E. Hansen, and David Builder. Ms. Banko, Equity Analyst, joined
Lord Abbett in 1990 and has been in the investment business since 1989. Mr.
Hansen, Partner and Investment Manager, joined Lord Abbett in 1995, is a holder
of the Chartered Financial Analyst designation, and has been in the investment
business since 1985. Mr. Builder, Equity Analyst, joined Lord Abbett in 1998 and
has been in the investment business since 1987.
INVESTMENT OBJECTIVES, POLICIES, AND RESTRICTIONS
This section will help you compare the investment objectives and principal
investment strategies of the Phoenix-Lord Abbett Mid-Cap Value Series with the
Lord Abbett Series Fund--Mid-Cap Value Portfolio. Please be aware that this is
only a brief discussion. More information may be found in the Funds'
prospectuses and statements of additional information.
The Funds have substantially similar investment objectives and invest in similar
types of securities. The Phoenix-Lord Abbett Mid-Cap Value Series seeks capital
appreciation. The Lord Abbett Series Fund--Mid-Cap Value Portfolio's objective
is capital appreciation through investments believed to be undervalued in the
marketplace.
To pursue these objectives, each Fund normally invests at least 80% of its net
assets, plus the amount of any borrowings for investment purposes, in equity
securities of mid-sized companies, those with a market capitalization of roughly
$500 million to $10 billion, at the time of purchase. This market capitalization
range may vary in response to changes in the markets. Equity securities in which
a Fund may invest include common stocks, convertible bonds, convertible
preferred stocks, warrants, and similar instruments.
In selecting investments, each Fund, using a value approach, tries to identify
stocks of companies that have the potential for significant market appreciation,
due to growing recognition of improvement in their financial results, or
increasing anticipation of such improvement. In trying to identify those
companies, Lord Abbett looks for such factors as:
- - changes in economic and financial environment;
- - new or improved products or services;
- - new or rapidly expanding markets;
- - changes in management or structure of the company;
- - price increases for the company's products or services;
- - improved efficiencies resulting from new technologies or changes in
distribution; and
- - changes in government regulations, political climate or competitive
conditions.
At times each Fund may take a temporary defensive position by investing some or
all of its assets in short-term fixed income securities. Such securities may be
used to attempt to avoid losses in response to adverse market, economic,
political, or other conditions, to invest uncommitted cash balances, or to
maintain liquidity to meet shareholder redemptions. These
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securities may include: obligations of the U.S. Government and its agencies and
instrumentalities, commercial paper, bank certificates of deposit, bankers'
acceptances, and repurchase agreements collateralized by cash and obligations of
the U.S. Government and its agencies and instrumentalities. These investments
could reduce the benefit from any upswing in the market and prevent a Fund from
achieving its investment objective.
PURCHASE AND REDEMPTION OF SHARES
With respect to each Fund, you may direct the purchase or redemption of shares
of a Fund only in connection with your ownership of variable annuity contracts
or variable life insurance policies offered through insurance company separate
accounts. You may not place orders directly with a Fund. You should refer to the
product prospectus describing your particular variable annuity or variable life
insurance contract for information on how to select specific funds as underlying
investment options for your contract and how to redeem monies from the
sub-accounts that invest in the Funds.
With respect to each Fund, net asset value ("NAV") per share is calculated,
under normal circumstances, each business day at the close of regular trading on
the New York Stock Exchange ("NYSE"), normally 4:00 p.m. Eastern time. Purchases
and sales of Fund shares are executed at the NAV next determined after the Fund
receives the order in proper form. Assuming they are in proper form, purchase
and sale orders must be placed by the close of trading on the NYSE in order to
receive that day's NAV; orders placed after the close of trading on the NYSE
will receive the next day's NAV.
Shares of the Phoenix-Lord Abbett Mid-Cap Value Series are currently offered
through certain separate accounts to fund variable accumulation annuity
contracts and variable universal life insurance policies issued by Phoenix Life
Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity
Company. Shares of the Lord Abbett Series Fund--Mid-Cap Value Portfolio are
currently offered only to separate accounts of certain insurance companies that
are unaffiliated with Lord Abbett.
TRANSFER PRIVILEGES
You may reallocate assets held under your variable annuity or variable life
insurance contract to other funds offered under your contract consistent with
the provisions of your contract and timely receipt by the insurance company of
all information necessary to process such requests.
DISTRIBUTIONS AND TAXES
Each Fund expects to pay its shareholders dividends from its net investment
income annually and to distribute any net capital gains annually. The
Phoenix-Lord Abbett Mid-Cap Value Series automatically reinvests all income and
capital gain distributions in additional shares of the Fund. The Lord Abbett
Series Fund--Mid-Cap Value Portfolio reinvests all dividends and distributions
in additional shares of the Fund at the election of the participating life
insurance companies.
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Each Fund intends to comply with the diversification requirements of the
Internal Revenue Code applicable to regulated investment companies so that it
will not be subject to U.S. federal income taxes on income and capital gains
that are distributed to shareholders. For information about the federal income
tax treatment of distributions to the separate accounts that hold shares in a
Fund, you should refer to the product prospectus describing your particular
variable annuity or variable life insurance contract.
PRINCIPAL RISKS
Each Fund is subject to the general risks and considerations associated with
equity investing, as well as the particular risks associated with value stocks
and mid-sized company stocks. This means the value of your investment will
fluctuate in response to movements in the equity securities market in general
and to the changing prospects of individual companies in which a Fund invests.
The stocks of mid-sized companies may perform differently than the market as a
whole and other types of stocks, such as large-company stocks and growth stocks.
The market may fail to recognize the intrinsic value of particular value stocks
for a long time. In addition, if a Fund's assessment of a company's value or
prospects for exceeding earnings expectations or market conditions is wrong, the
Fund could suffer losses or produce poor performance relative to other funds,
even in a rising market.
Investments in mid-sized company stocks generally involve greater risks than
investments in large-company stocks. Mid-sized companies may be less able to
weather economic shifts or other adverse developments than larger, more
established companies. They may have less experienced management and unproven
track records. They may rely on limited product lines and have more limited
financial resources. These factors may make them more susceptible to setbacks or
economic downturns. Mid-sized company stocks tend to have fewer shares
outstanding and trade less frequently than the stocks of larger companies. In
addition, there may be less liquidity in mid-sized company stocks, subjecting
them to greater price fluctuations than larger company stocks.
An investment in a Fund is not a bank deposit and is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.
Neither Fund is a complete investment program and may not be appropriate for all
investors. You could lose money by investing in a Fund.
The following are some additional investment techniques that might be used by
each Fund and some of the risks associated with those techniques:
ADJUSTING INVESTMENT EXPOSURE. Each Fund will be subject to the risks associated
with investments. Each Fund may, but is not required to, use various strategies
to change its investment exposure to adjust to changes in economic, social,
political, and general market conditions, which affect security prices, interest
rates, currency exchange rates, commodity prices, and other factors. For
example, a Fund may seek to hedge against certain market risks. These strategies
may involve effecting transactions in derivative and similar instruments,
including but not limited to options, futures, forward contracts, swap
agreements, warrants, and rights. If Lord Abbett judges market conditions
incorrectly or uses a hedging strategy that does
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not correlate well with a Fund's investments, it could result in a loss, even if
Lord Abbett intended to lessen risk or enhance returns. These strategies may
involve a small investment of cash compared to the magnitude of the risk
assumed, and could produce disproportionate gains or losses.
CONVERTIBLE SECURITIES. Each Fund may invest in convertible bonds and
convertible preferred stocks. These investments tend to be more volatile than
debt securities, but tend to be less volatile and produce more income than their
underlying common stocks. The markets for convertible securities may be less
liquid than markets for common stocks or bonds.
DEPOSITARY RECEIPTS. Each Fund may invest in American Depositary Receipts
("ADRs") and similar depositary receipts. ADRs, typically issued by a financial
institution (a "depositary"), evidence ownership interests in a security or a
pool of securities issued by a foreign company and deposited with the
depositary. Prices of ADRs are quoted in U.S. dollars and ADRs are traded in the
United States. Ownership of ADRs entails similar investment risks to direct
ownership of foreign securities traded outside the United States, including
increased market, liquidity, currency, political, information, and other risks.
FOREIGN SECURITIES. Each Fund may invest up to 10% of its net assets in foreign
securities that are primarily traded outside the United States. This limitation
does not include ADRs. Foreign securities may pose greater risks than domestic
securities. Foreign markets and the securities traded in them may not be subject
to the same degree of regulation as U.S. markets. As a result, there may be less
information publicly available about foreign companies than most U.S. companies.
Securities clearance and settlement procedures and trading practices may be
different, and transaction costs may be higher in foreign countries. There may
be less trading volume and liquidity in foreign markets, subjecting the
securities traded in them to greater price fluctuations. Foreign investments
also may be affected by changes in currency rates or currency controls.
LISTED OPTIONS ON SECURITIES. Each Fund may purchase and write national
securities exchange-listed put and call options on securities or securities
indices. A Fund may use options for hedging or cross-hedging purposes, or to
seek to increase total return (which is considered a speculative activity). A
"call option" is a contract sold for a price giving its holder the right to buy
a specific number of securities at a specific price prior to a specified date. A
"covered call option" is a call option issued on securities already owned by the
writer of the call option for delivery to the holder upon the exercise of the
option. A Fund may write covered call options with respect to securities in its
portfolio in an attempt to increase income and to provide greater flexibility in
the disposition of portfolio securities. A "put option" gives the purchaser of
the option the right to sell, and obligates the writer to buy, the underlying
securities at the exercise price at any time during the option period. A put
option sold by a Fund is covered when, among other things, the Fund segregates
permissible liquid assets having a value equal to or greater than the exercise
price of the option to fulfill the obligation undertaken. A Fund will not
purchase an option if, as a result of such purchase, more than 10% of its total
assets would be invested in premiums for such options. The Fund may only sell
(write) covered put options to the extent that cover for such options does not
exceed 15% of its net assets. A Fund may only sell (write) covered call options
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with respect to securities having an aggregate market value of less than 25% of
its total assets at the time an option is written.
RISKS OF OPTIONS. Fund transactions in options, if any, involve additional risk
of loss. Loss may result, for example, from adverse market movements, a lack of
correlation between changes in the value of these derivative instruments and the
Fund's assets being hedged, the potential illiquidity of the markets for
derivative instruments, the risk that the counterparty to an OTC contract will
fail to perform its obligations, or the risks arising from margin requirements
and related leverage factors associated with such transactions.
INVESTMENT MANAGEMENT ARRANGEMENTS
PVA provides investment advisory and management services to the Phoenix-Lord
Abbett Mid-Cap Value Series pursuant to an Investment Advisory Agreement. Under
the Investment Advisory Agreement, PVA is entitled to an investment advisory and
management fee of 0.85% of the Fund's average daily net assets.
PVA has voluntarily agreed to reimburse the Phoenix-Lord Abbett Mid-Cap Value
Series for expenses other than the management fee to the extent that such
expenses exceed 0.15% of the Fund's average daily net assets. PVA may change or
eliminate this voluntary expense cap at any time without notice.
PVA has entered into an advisory agreement with Lord Abbett pursuant to which
PVA has appointed Lord Abbett to carry out the day-to-day investment and
reinvestment of the assets of the Phoenix-Lord Abbett Mid-Cap Value Series. PVA
compensates Lord Abbett based on an annual percentage of the Fund's daily net
assets as follows: 0.45% on the first $200 million; 0.40% on the next $300
million, and 0.375% on the excess. No additional management fees are paid by the
Phoenix-Lord Abbett Mid-Cap Value Series to Lord Abbett.
Lord Abbett provides investment management services to the Lord Abbett Series
Fund--Mid-Cap Value Portfolio pursuant to an Investment Advisory Agreement.
Under the Investment Advisory Agreement, Lord Abbett is entitled to an
investment advisory and management fee at an annual rate of 0.75% of the Fund's
average daily net assets. In addition, Lord Abbett provides certain
administrative services to the Lord Abbett Series Fund--Mid-Cap Value Portfolio
for a fee at the annual rate of .04% of the Fund's average daily net assets. The
Fund pays all expenses not expressly assumed by Lord Abbett.
PAST PERFORMANCE
The bar charts and tables below provide some indication of the risks of
investing in each Fund by illustrating the variability of each Fund's returns.
Each assumes reinvestment of dividends and distributions. A Fund's past
performance is not necessarily an indication of how the Fund will perform in the
future.
The bar charts show changes in the performance of each Fund's shares from
calendar year to calendar year. Each Fund's shares are currently sold only to
certain insurance company separate
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accounts that fund variable annuity contracts and variable life insurance
policies. These charts do not reflect the sales charges or other expenses of
such contracts. If those sales charges and expenses were reflected, returns
would be less.
[CHART]
- --------------------------------------------------------------------------------
BAR CHART (PER CALENDAR YEAR) -- CLASS VC SHARES
- --------------------------------------------------------------------------------
<Table>
2000 +52.4%
2001 +8.1%
2002 -9.8%
2003 +24.8%
</Table>
<Table>
BEST QUARTER 2nd Q '03 +15.3%
WORST QUARTER 3rd Q '02 -14.7%
</Table>
The tables below show how the average annual total returns of each Fund's shares
compare to those of broad-based securities market indices. A Fund's average
annual returns in a table do not reflect the deduction of any separate account
or contract charges. The returns would have been less than those shown if such
charges were deducted.
PHOENIX-LORD ABBETT MID-CAP VALUE SERIES
AVERAGE ANNUAL TOTAL RETURNS THROUGH DECEMBER 31, 2003
<Table>
<Caption>
1 YEAR LIFE OF THE FUND (1)
Phoenix-Lord Abbett Mid-Cap Value Series 24.47% 17.14%
S&P MidCap 400(R)/Barra Value Index (2) 40.22% 25.64%
S&P 500(R) Index (3) 28.71% 18.29%
</Table>
(1) Since August 12, 2002.
(2) The S&P MidCap 400(R)/Barra Value Index measures the total return
performance of mid-size companies with higher book-to-price ratios.
The index is not available for direct investment and performance for
the index does not reflect fees or expenses.
(3) The S&P 500(R) Index is an unmanaged, commonly used measure of stock
market total return performance and is provided for general
comparative purposes. The index is not available for direct investment
and performance for the index does not reflect fees or expenses.
LORD ABBETT SERIES FUND--MID-CAP VALUE PORTFOLIO
AVERAGE ANNUAL TOTAL RETURNS THROUGH DECEMBER 31, 2003
<Table>
<Caption>
1 YEAR LIFE OF THE FUND (4)
Lord Abbett Series Fund--Mid-Cap Value Portfolio 18.01% 12.51%
S&P MidCap 400(R)/Barra Value Index 40.22% 25.64%
Russell Midcap(R) Value Index (5) 4.10% 6.51%
</Table>
(4) Since September 15, 1999.
(5) The Russell Midcap(R) Value Index measures the total return
performance of mid-size companies with higher book-to-price ratios.
The index is not available for direct investment and performance for
the index does not reflect fees or expenses.
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<Page>
THE FUNDS' FEES AND EXPENSES
The following comparative fee table shows the fees and expenses for each Fund as
of December 31, 2003. The fee table, including the example below, shows only
expenses that are deducted from the assets of each Fund. The pro forma column of
the table shows the Lord Abbett Series Fund--Mid-Cap Value Portfolio's fees
assuming that the Reorganization is approved. The table does not reflect fees
associated with a separate account that invests in a Fund or any costs
associated with ownership of a variable annuity or variable life insurance
contract for which a Funds is an investment option. If these fees were
reflected, the total expenses would be higher than those shown. The Funds do not
assess any sales loads, redemption or exchange fees, but contract owners do
indirectly bear Annual Fund Operating Expenses, which vary from year to year.
ANNUAL FUND OPERATING EXPENSES
(expenses deducted from Fund assets, as a % of average daily net assets)
<Table>
<Caption>
LORD ABBETT SERIES PRO FORMA LORD ABBETT
PHOENIX-LORD ABBETT FUND--MID-CAP VALUE SERIES FUND--MID-CAP
MID-CAP VALUE SERIES PORTFOLIO VALUE PORTFOLIO
Management Fee 0.85% 0.75% 0.75%
Other Expenses 2.32% 0.33% 0.33%
Total Fund Operating Expenses 3.17%(1) 1.08% 1.08%
</Table>
(1) As described above, PVA has voluntarily agreed to reimburse the
Phoenix-Lord Abbett Mid-Cap Value Series' expenses other than the
management fee to the extent that such expenses exceed 0.15% of the Fund's
average daily net assets (the "expense cap"). The Fund operating expenses
after reimbursement were 1.00% for the year ended December 31, 2003. The
expense cap noted above may be changed or eliminated at any time without
notice.
The hypothetical example below helps you compare the cost of investing in each
Fund with the cost of investing in other mutual funds. The example assumes that
you invest $10,000 in a Fund for the time periods indicated and then redeem all
of your shares at the end of those periods. The table does not reflect fees
associated with a separate account that invests in the Funds or any costs
associated with ownership of a variable annuity or variable life insurance
contract for which the Funds are investment options. If these fees were
reflected, fees and charges would be higher than those shown. The examples do
not assume that any fund expense waiver or reimbursement arrangements are in
effect for the periods indicated. To the extent fees are waived and/or expenses
are reimbursed, your expenses will be lower. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
<Table>
<Caption>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Phoenix-Lord Abbett
Mid-Cap Value Series $ 320 $ 978 $ 1,660 $ 3,477
Lord Abbett Series Fund--
Mid-Cap Value Portfolio $ 110 $ 343 $ 595 $ 1,317
Pro Forma Lord Abbett Series Fund--
Mid-Cap Value Portfolio $ 110 $ 343 $ 595 $ 1,317
</Table>
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<Page>
CAPITALIZATION
The following table sets forth, as of June 30, 2004, the capitalization of each
Fund and the pro forma combined capitalization of the Lord Abbett Series
Fund--Mid-Cap Value Portfolio assuming the Reorganization has taken place. The
capitalizations are likely to be different on the Closing Date as a result of
daily share purchase and redemption activity.
<Table>
<Caption>
NET ASSET VALUE SHARES
FUND NET ASSETS PER SHARE OUTSTANDING
Phoenix-Lord Abbett
Mid-Cap Value Series $ 17,716,578 $ 13.44 1,318,523
Lord Abbett Series Fund--
Mid-Cap Value Portfolio $ 560,838,708 $ 18.62 30,113,374
Pro Forma Lord Abbett Series Fund--
Mid-Cap Value Portfolio $ 578,555,286 $ 18.62 31,064,642
</Table>
It is impossible to predict how many shares of Lord Abbett Series Fund--Mid-Cap
Value Portfolio will actually be received and distributed by the Phoenix-Lord
Abbett Mid-Cap Value Series on the Reorganization date. The table should not be
relied upon to determine the amount of Lord Abbett Series Fund--Mid-Cap Value
Portfolio's shares that will actually be received and distributed.
REASONS FOR THE PROPOSED REORGANIZATION
During discussions held on [________, 2004], the Board of Trustees of The
Phoenix Edge Series Trust raised various questions, and received responsive
information from PVA, regarding the Reorganization, including possible
Reorganization candidates. At the meeting held on [________, 2004] the Board of
Trustees of the Trust, including the trustees who are not "interested persons"
(within the meaning of the 1940 Act) (the "Independent Trustees"), were
presented with information to assist them in evaluating the Reorganization, such
as: (a) the terms and conditions of the Reorganization; (b) the compatibility of
the Funds' objectives, investment limitations and policies; (c) performance
history for the Funds; (d) pro forma and/or estimated expense ratios for the
Lord Abbett Series Fund--Mid-Cap Value Portfolio and any changes in fees to be
paid or borne by shareholders of the Phoenix-Lord Abbett Mid-Cap Value Series
(directly or indirectly) after the Reorganization; (e) the potential economies
of scale to be gained from the Reorganization; (f) any direct or indirect
federal income tax consequences to the shareholders of the Phoenix-Lord Abbett
Mid-Cap Value Series; (g) the fact that the Lord Abbett Series Fund--Mid-Cap
Value Portfolio will assume stated liabilities of the Phoenix-Lord Abbett
Mid-Cap Value Series; (h) the fact that Phoenix Life Insurance Company, Lord
Abbett, or their affiliates will directly or indirectly bear the Reorganization
expenses incurred by the Phoenix-Lord Abbett Mid-Cap Value Series; and (i) the
quality of management and compliance issues and regulatory developments. The
Board, including all of the Independent Trustees, considered the above
information, as well as other information, before approving the Reorganization
Plan.
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<Page>
In considering the Reorganization, the Independent Trustees were advised
by independent legal counsel.
At the meeting on [________, 2004], the Board, including all of the Independent
Trustees, determined that the Reorganization is in the best interests of the
Phoenix-Lord Abbett Mid-Cap Value Series and its shareholders and that the
interests of existing Phoenix-Lord Abbett Mid-Cap Value Series shareholders will
not be diluted as a result of the Reorganization.
BOARD'S EVALUATION AND RECOMMENDATION
The Board, including the Independent Trustees, concluded that the Reorganization
was in the best interests of shareholders for a number of reasons. The Board
reviewed other available options for the Phoenix-Lord Abbett Mid-Cap Value
Series, including continuing to operate the Fund but without expense subsidies,
seeking a new manager of the Trust, reorganizing the Fund with one or more other
series of the Trust and reorganizing the Fund with other available funds. After
reviewing alternatives, the Board, including the Independent Trustees, concluded
that the proposed Reorganization with the Lord Abbett Series Fund--Mid-Cap Value
Portfolio was the best course available to the Phoenix-Lord Abbett Mid-Cap Value
Series. In reaching that conclusion, the Board noted that, based on the small
size of the Fund and its sales projections, the Fund is not expected to reach a
size that will provide a reasonable expense ratio without continued subsidies
from PVA. In addition, the Board concluded that the Lord Abbett Series
Fund--Mid-Cap Value Portfolio was the best alternative, given that the
Phoenix-Lord Abbett Mid-Cap Value Series and the Lord Abbett Series
Fund--Mid-Cap Value Portfolio are both managed by the same portfolio management
team and both are patterned after the same retail fund, and given that the Lord
Abbett Series Fund--Mid-Cap Value Portfolio has similar performance to and a
lower overall expense ratio than the Phoenix-Lord Abbett Mid-Cap Value Series
before expense reimbursements. The Board also noted that the Phoenix-Lord Abbett
Mid-Cap Value Series will not bear any expenses in connection with the
Reorganization. Based upon the Lord Abbett Series Fund--Mid-Cap Value
Portfolio's lower expense ratio and the fact that the Phoenix-Lord Abbett
Mid-Cap Value Series will not ultimately bear any costs associated with the
Reorganization, the Board, including all of the Independent Trustees, concluded
that the interests of existing shareholders of the Phoenix-Lord Abbett Mid-Cap
Value Series would not be diluted as a result of the Reorganization.
For the reasons described above, the Trustees, including the Independent
Trustees, approved the Reorganization. In particular, the Trustees determined
that the Reorganization is in the best interests of the Phoenix-Lord Abbett
Mid-Cap Value Series. Similarly, the Board of Directors of Lord Abbett Series
Fund, Inc., including its Independent Directors, approved the Reorganization.
They also determined that the Reorganization is in the best interests of Lord
Abbett Series Fund--Mid-Cap Value Portfolio.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF PHOENIX-LORD ABBETT MID-CAP
VALUE SERIES VOTE FOR THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF
REORGANIZATION.
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DESCRIPTION OF EACH AGREEMENT AND PLAN OF REORGANIZATION.
The shareholders of each Phoenix Fund are being asked to approve an Agreement
and Plan of Reorganization, substantially in the form attached as Exhibit A
(each, a "Reorganization Plan"). The following summary is qualified in its
entirety by reference to the form of Reorganization Plan in Exhibit A.
The Reorganization Plan provides for each Reorganization to occur at 4:00 p.m.,
Eastern time, on or about _________, 2005, unless your Phoenix Fund and the
corresponding Lord Abbett Fund agree in writing to a later date. Your Phoenix
Fund will transfer all of its assets to the corresponding Lord Abbett Fund. The
corresponding Lord Abbett Fund will assume your Phoenix Fund's liabilities that
are included in the calculation of your Phoenix Fund's net asset value on the
Closing Date. The net asset value of both Funds will be computed as of 4:00
p.m., Eastern time, on the Closing Date.
Each Lord Abbett Fund will issue to the corresponding Phoenix Fund a number of
full and fractional shares with an aggregate net asset value equal to the value
of the net assets of the corresponding Phoenix Fund. These shares will
immediately be distributed to the Phoenix Fund's shareholders in proportion to
the relative net asset value of their holdings of the Phoenix Fund's shares on
the Closing Date. As a result, each Phoenix Fund's shareholders will end up as
shareholders of the corresponding Lord Abbett Fund.
After the distribution of shares, your Phoenix Fund will be liquidated and
dissolved as soon as practicable. Shares of each Lord Abbett Fund to be issued
will have no preemptive or conversion rights.
Each Reorganization is intended to result in no income, gain or loss being
recognized for federal income tax purposes.
Each Reorganization Plan contains customary representations, warranties and
conditions. Each Reorganization Plan provides that the consummation of the
Reorganization is conditioned upon, among other things, approval of the
Reorganization by the Phoenix Fund's shareholders and receipt by the Fund of a
reasonably satisfactory opinion of Wilmer Cutler Pickering Hale and Dorr LLP as
to the federal income tax consequences of the Reorganization.
The Board of either The Phoenix Edge Series Fund or the Lord Abbett Series Fund,
Inc. may terminate a Plan (even if the shareholders of your Phoenix Fund have
already approved it) at any time before the Closing Date, if any of the required
conditions have not been met or if a Board believes in good faith that
proceeding with the Reorganization would no longer be in the best interests of
shareholders.
COSTS OF EACH REORGANIZATION.
The Funds will pay no expenses associated with their participation in the
Reorganization. All expenses associated with the Reorganizations will be paid
directly or indirectly by Phoenix Life Insurance Company or Lord Abbett or one
of their affiliates.
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<Page>
MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF EACH REORGANIZATION.
The following is a summary of the material anticipated federal income tax
consequences of each Reorganization. The discussion is based upon the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury regulations, court
decisions, published positions of the Internal Revenue Service (the "IRS"), and
other applicable authorities, all as in effect on the date of this Proxy
Statement/Prospectus and all of which are subject to change and differing
interpretations (possibly with retroactive effect). This summary is limited to
U.S. persons who hold shares of the Phoenix Funds as capital assets for federal
income tax purposes (generally, assets held for investment). This summary does
not address all of the federal income tax consequences that may be relevant to a
particular person or to persons that may be subject to special treatment under
federal income tax laws. You should consult your tax adviser as to the federal
income tax consequences to you of the Reorganization, as well as the effects of
state, local, and foreign tax laws.
Each Reorganization is intended to qualify for U.S. federal income tax purposes
as a reorganization within the meaning of Section 368(a) of the Code. If each
Reorganization does so qualify:
- The Phoenix Fund and the Lord Abbett Fund will each be a "party to a
reorganization" within the meaning of Section 368(a) of the Code;
- No gain or loss will be recognized by the Phoenix Fund upon (1) the
transfer of all of its assets to the Lord Abbett Fund as described in this
Proxy Statement/Prospectus or (2) the distribution by the Phoenix Fund of
Lord Abbett Fund shares to the Phoenix Fund's shareholders;
- No gain or loss will be recognized by the Lord Abbett Fund upon the
receipt of the Phoenix Fund's assets solely in exchange for the issuance
of Lord Abbett Fund shares to the Phoenix Fund and the assumption of the
Phoenix Fund's liabilities by the corresponding Lord Abbett Fund;
- The tax basis of the assets of the Phoenix Fund acquired by the
corresponding Lord Abbett Fund will be the same as the tax basis of
those assets in the hands of the Phoenix Fund immediately before the
transfer;
- The tax holding period of the assets of the Phoenix Fund in the hands of
the corresponding Lord Abbett Fund will include the Phoenix Fund's tax
holding period for those assets;
- Shareholders will not recognize gain or loss upon the exchange of shares
of the Phoenix Fund solely for Lord Abbett Fund shares as part of the
Reorganization;
- The tax basis of the Lord Abbett Fund shares received by shareholders in
the Reorganization will be the same as the tax basis of their shares of
the Phoenix Fund surrendered in exchange; and
- The tax holding period of the Lord Abbett Fund shares shareholders receive
will include the tax holding period of the Phoenix Fund shares surrendered
in the exchange, provided that shareholders held the Phoenix Fund shares
as capital assets on the date of the exchange.
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<Page>
As a condition to the closing of each Reorganization, the Phoenix Fund and the
corresponding Lord Abbett Fund will receive a tax opinion from Wilmer Cutler
Pickering Hale and Dorr LLP, counsel to the Lord Abbett Funds, to the effect
that the Reorganization will qualify as a reorganization within the meaning of
Section 368(a) of the Code. In rendering such opinion, counsel shall rely upon,
among other things, reasonable assumptions as well as representations of the
Phoenix Fund and the Lord Abbett Fund (see the annexes to the Plan). No tax
ruling from the IRS regarding the Reorganizations has been requested. The tax
opinion is not binding on the IRS or a court and does not preclude the IRS from
asserting or adopting a contrary position.
The Reorganizations will not be a taxable event under federal income tax law for
those contract owners who have a portion of their variable annuity contract or
variable life insurance policy allocated to the Phoenix Funds.
The federal income tax treatment of the Funds is identical. All seek to qualify
as regulated investment companies under the Code and to comply with Section
817(h) of the Code. This means that no Fund expects to pay any federal income
taxes on income and gains that are distributed to shareholders. You should refer
to the product prospectus describing your variable annuity contract or variable
life insurance policy for a discussion of the tax consequences of that contract
to you.
SHAREHOLDER RIGHTS
Each Lord Abbett Fund is a series or class (each a "series") of Lord Abbett
Series Fund, Inc. ("LASF"), a Maryland corporation. The operations of the Lord
Abbett Funds are governed by LASF's Articles of Incorporation and Bylaws, as
amended, and by Maryland law. The business of the Lord Abbett Funds is
supervised by the Board of Directors of LASF. Each Phoenix Fund is a series of
The Phoenix Edge Series Fund (the "Trust"), a Massachusetts business trust,
which is an unincorporated voluntary association organized under the laws of the
Commonwealth of Massachusetts. The operations of the Phoenix Funds are governed
by the Trust's Declaration of Trust, as amended, and by Massachusetts law. The
business of the Phoenix Funds is supervised by the Board of Trustees of the
Trust. The responsibilities, powers and fiduciary duties of directors under
Maryland law are substantially the same as those for trustees under
Massachusetts law. The Lord Abbett Funds and the Phoenix Funds are registered
with the SEC as open-end management investment companies and are subject to the
provisions of the 1940 Act and the rules and regulations thereunder.
Even though LASF is a Maryland corporation and the Trust is a Massachusetts
business trust, shareholders of both have similar rights. While LASF and the
Trust are different entities, and, thus, governed by different organizational
documents, the Reorganization will not result in material differences in
shareholder rights. The shares of the Lord Abbett Funds to be distributed to
shareholders of the Phoenix Funds will generally have the same legal
characteristics as the shares of the Phoenix Funds with respect to such matters
as voting rights, assessibility, conversion rights, and transferability.
40
<Page>
Consistent with Maryland law, LASF has authorized a specific number of shares
for each of the Lord Abbett Funds, although the organizational documents of LASF
authorize the Board to increase or decrease the authorized number of shares,
from time to time, as it considers necessary. Consistent with Massachusetts law,
the Trust has authorized the issuance of an unlimited number of shares for each
of the Phoenix Funds. Each of LASF's and the Trust's organizational documents
allow each entity's Board to create one or more separate investment portfolios
and to establish separate series or classes of shares for each portfolio and to
further subdivide the shares of a series into one or more classes. For both the
Lord Abbett Funds and the Phoenix Funds, there are no conversion or preemptive
rights in connection with their shares. All shares when issued will be fully
paid and nonassessable.
Neither the Lord Abbett Funds nor the Phoenix Funds are required, and none of
the Funds anticipate, holding annual meetings of their shareholders. Each Fund
has certain mechanics whereby shareholders can call a special meeting of their
Fund. Shareholders generally have the right to approve investment advisory
agreements, elect trustees/directors, change fundamental investment policies,
ratify the selection of independent auditors and vote on other matters required
by law or deemed desirable by their Boards.
Under Maryland law, shareholders have no personal liability for acts or
obligations of the corporation, except that a shareholder may be liable to the
extent that (i) the dividends a shareholder receives exceed the amount which
properly could have been paid under Maryland law, (ii) the consideration paid to
a shareholder by the Maryland corporation for stock was paid in violation of
Maryland law or (iii) a shareholder otherwise receives any distribution, payment
or release which exceeds the amount which a shareholder could properly receive
under Maryland law.
Under Massachusetts law, shareholders of a trust may, under certain
circumstances, be held personally liable as partners for the obligations of the
trust. However, to protect against any liability for shareholders, the
Declaration of Trust of the Trust provides (i) that the shareholders shall not
be subject to any personal liability for the acts or obligations of any of the
Phoenix Funds, (ii) that every written agreement, obligation, instrument or
undertaking made on behalf of the Phoenix Funds shall contain a provision to the
effect that the shareholders are not personally liable thereunder, and (iii)
that shareholders will be indemnified out of the assets of the Fund if any
shareholder is held personally liable for the obligations of a Fund. The adviser
of the Phoenix Funds believes the risk of liability to a shareholder beyond his
or her investment is remote.
With respect to a series of shares of LASF and the Trust, except as described
below, shares of the same class have equal dividend, distribution, liquidation,
and voting rights, and fractional shares have those rights proportionately. Each
series or class of shares of LASF bears its own expenses Each series of shares
of the Trust also bears its own expenses. Shares of the Lord Abbett Funds are
entitled to one vote per share. Generally, shares of the Trust will be voted in
the aggregate without differentiation between separate series, except as to any
matter with respect to which a separate vote of any series is required.
Generally, shares of LASF will be voted in the aggregate without differentiation
between separate series or classes, except if: (1) a matter only affects certain
series or classes, then only shares of such affected series or classes shall be
voted in the
41
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aggregate; or (2) the Board determines that the matter should be voted on
separately by individual series or classes.
The foregoing is only a summary of certain characteristics of the operations of
the Declaration of Trust of the Trust, Articles of Incorporation of LASF, their
respective Bylaws and Massachusetts and Maryland law and is not a complete
description of those documents or law. Shareholders should refer to the
provisions of such Declaration of Trust, Articles of Incorporation, Bylaws and
Massachusetts and Maryland law directly for more complete information.
VOTING MATTERS
This Proxy Statement/Prospectus is furnished in connection with the solicitation
by the Board of Trustees of the Trust of proxies to be used at a Special Meeting
of shareholders of each of the Phoenix Funds.
As discussed above, shares of the Phoenix Funds are offered only to insurance
company separate accounts as investment options under their variable annuity
contracts. The record owners of the shares of the Phoenix Funds 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.
Contract/policy owners have the right to instruct Phoenix Life Insurance Company
and its affiliated insurance companies (together, "Phoenix Life") on how to vote
the shares related to their interests through their contracts/policies. Each
shareholder of record at the close of business on [_________, 2005] (the "Record
Date") is entitled to a notice of the Special Meeting and will be asked to
instruct Phoenix Life how to vote at the Special Meeting or any adjourned or
postponed session. The number of votes with respect to which each shareholder
will be entitled to instruct Phoenix Life 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 Life will vote the shares
of each Phoenix-Fund for which Phoenix Life receives voting instructions from
the shareholder in accordance with those instructions. Phoenix Life will vote
shares for which it has not received timely voting instructions from
shareholders and any shares held by Phoenix Life or its affiliates for their own
accounts in the same proportion as the shares for which shareholders have
provided voting instructions to Phoenix Life.
In addition to the proxy solicitation by mail, officers and regular employees of
Phoenix Life or one of its affiliates may solicit voting instructions
personally, by telephone or telegram. Phoenix Life 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
42
<Page>
indirectly by Phoenix Life or an affiliate. 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
We encourage you to vote by telephone or by Internet. Have your Voting
Instruction Card in hand, and call the number or go to the website and follow
the instructions given there. These voting methods will reduce the time and
costs of this proxy solicitation. Whichever method you choose, please read the
enclosed proxy statement carefully before you vote.
If a shareholder wishes to participate in the Special Meeting but does not wish
to authorize the execution of an instruction card by telephone or Internet, the
shareholder may still submit the completed Voting Instruction Card form included
with this Proxy Statement/Prospectus in the postage-paid return envelope or
attend the Special Meeting in person.
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 (in writing, or by telephone or by the
Internet) or by voting in person at the Special Meeting and giving oral notice
of revocation to the Chairman of the Special Meeting.
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.
A majority of the outstanding voting shares of each Phoenix Fund entitled to
vote shall constitute a quorum for the Special Meeting. Because Phoenix Life,
through its VUL Accounts and VA Accounts is the record owner of the Phoenix
Funds, Phoenix Life's attendance at the Special Meeting will constitute a
quorum. A favorable vote of a "majority of the outstanding voting securities" of
the applicable Phoenix Fund is required to approve each Proposal. Under the
Investment Company Act, the vote of a majority of the outstanding voting
securities means the affirmative vote of the lesser of (i) 67% or more of the
eligible votes of the applicable Phoenix Fund represented at the Special Meeting
if more than 50% of the eligible votes of the Phoenix Fund are represented at
the Special Meeting in person or by proxy, or (ii) more than 50% of the eligible
votes of the applicable Phoenix Fund. For purposes of determining the presence
of a quorum for transacting business at the Special Meeting and for determining
whether sufficient votes have been received for approval of the proposal to be
acted upon at the Special 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 Special
Meeting but which have not been voted. For this reason, abstentions and broker
non-votes will assist each Phoenix
43
<Page>
Fund in obtaining a quorum, but both have the practical effect of a "no" vote
for purposes of obtaining the requisite vote for approval of each Proposal.
If either (a) a quorum is not present at the Special 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
adjournment(s) of the Special 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 are required to be voted FOR the Reorganization
proposal in favor of such an adjournment and will vote those proxies required to
be voted AGAINST the Reorganization proposal against such adjournment.
The Special Meeting may be adjourned from time to time by the vote of a majority
of the shares represented at the Special Meeting, whether or not a quorum is
present. If the Special 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
Special 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 meeting. At any adjourned meeting, the Trust
may transact any business which might have been transacted at the original
Special Meeting.
The individuals named as proxies on the enclosed voting instruction card will
vote in accordance with the shareholder's direction, as indicated thereon, if
the voting instruction card is received and is properly executed. If the
shareholder properly executes a voting instruction card and gives no voting
instructions with respect to the Reorganization proposal, the shares will be
voted in favor of the Reorganization proposal. The individuals named as proxies
on the enclosed voting instruction card, in their discretion, may vote upon such
other matters as may properly come before the Special Meeting, though the Board
of Trustees of the Trust is not aware of any other matters to come before the
Special Meeting.
Approval of the Reorganization proposal by the shareholders of each Phoenix Fund
is a condition of the consummation of each Reorganization. If the Reorganization
of one or more of the Phoenix Funds is not approved, that Fund(s) will continue
as a series of the Trust and the Board of Trustees of the Trust may consider
other alternatives in the best interests of the shareholders of the Fund(s).
AVAILABLE INFORMATION
The Lord Abbett Funds and the Phoenix Funds are subject to the informational
requirements of the Securities Exchange Act of 1934 and the 1940 Act, and in
accordance therewith file reports and other information, including proxy
material and charter documents, with the SEC. These items may be inspected and
copied at the Public Reference Facilities maintained by the SEC at
44
<Page>
450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such items can be
obtained from the Public Reference Branch, Office of Consumer Affairs, SEC,
Washington, D.C. 20549 at prescribed rates.
45
<Page>
ADDITIONAL INFORMATION ABOUT THE LORD ABBETT FUNDS
Each of the Lord Abbett Funds offers, at NAV, one class of shares that is
sometimes referred to as Class VC. As discussed in connection with each of the
proposals, the shares of each Fund are not offered directly to the public.
Rather, these shares are currently offered only to separate accounts of certain
insurance companies that are unaffiliated with Lord Abbett. These insurance
companies sell Variable Contracts that generate premiums, some of which will be
invested in a Fund. Redemptions will be effected by the separate accounts to
meet obligations under the Variable Contracts. Contract owners do not deal
directly with a Fund with respect to the purchase or redemption of Fund shares.
NAV per share is calculated, under normal circumstances, each business day at
the close of regular trading on the New York Stock Exchange ("NYSE"), normally
4:00 p.m. Eastern time. Purchases and sales of Fund shares are executed at the
NAV next determined after the Fund receives the order in proper form. Assuming
they are in proper form, purchase and sale orders must be placed by the close of
trading on the NYSE in order to receive that day's NAV; orders placed after the
close of trading on the NYSE will receive the next day's NAV.
In calculating NAV, the securities in which a Fund invests (other than those
with remaining maturities of 60 days or less) are valued at prices supplied by
independent pricing services, which prices reflect broker/dealer-supplied
valuations and electronic data processing techniques, and reflect the mean
between the bid and asked prices. Securities having remaining maturities of 60
days or less are valued at their amortized cost.
Securities for which prices or market quotations are not available, do not
accurately reflect fair value in Lord Abbett's opinion, or have been materially
affected by events occurring after the close of the market on which the security
is principally traded are valued under fair value procedures approved by a
Fund's Board. These circumstances may arise, for instance, when trading in a
security is suspended, the market on which a security is traded closes early, or
demand for a security (as reflected by its trading volume) is insufficient
calling into question the reliability of the quoted price. Each Fund determines
fair value in a manner that fairly reflects the market value of the security on
the valuation date based on consideration of any information or factors it deems
appropriate. These may include recent transactions in comparable securities,
information relating to the specific security, developments in the markets and
their performance, and current valuations of foreign or U.S. indices. A Fund's
use of fair value pricing may cause the NAV of Fund shares to differ from the
NAV that would be calculated using market quotations. Fair value pricing
involves subjective judgments and it is possible that the fair value determined
for a security may be materially different than the value that could be realized
upon the sale of that security.
Certain securities that are traded primarily on foreign exchanges may trade on
weekends or days when the NAV is not calculated. As a result, the value of
securities may change on days when shareholders are not able to purchase or sell
Fund shares.
CONFLICTS OF INTEREST
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As discussed above, shares offered by this Prospectus are currently available
only to separate accounts of certain insurance companies that are unaffiliated
with Lord Abbett. Although the Funds do not currently anticipate any
disadvantages to policy owners because they offer their shares to such entities,
there is a possibility that a material conflict may arise. The Board of
Directors intends to monitor events in order to identify any disadvantages or
material irreconcilable conflicts and to determine what action, if any, should
be taken in response. If a material disadvantage or conflict occurs, the Board
of Directors may require one or more insurance company separate accounts to
withdraw its investments in a Fund. If this occurs, a Fund may be forced to sell
its securities at disadvantageous prices.
EXCESSIVE TRADING AND MARKET TIMING.
The Lord Abbett Funds are designed for long-term investors and are not designed
to serve as vehicles for frequent trading in response to short-term swings in
the market. Excessive, short-term or market timing trading practices may disrupt
management of a Fund, raise its expenses, and harm long-term shareholders.
Volatility resulting from excessive trading may cause a Fund difficulty in
implementing long-term investment strategies because it cannot anticipate the
amount of cash it will have to invest. A Fund may be forced to sell portfolio
securities at disadvantageous times to raise cash to allow for such excessive
trading. This, in turn, could increase tax, administrative and other costs and
adversely impact a Fund's performance.
The Lord Abbett Funds' Board of Directors has adopted policies and procedures
that are designed to prevent or stop excessive trading and market timing. Lord
Abbett has longstanding procedures in place to monitor the purchase, sale and
exchange activity in Fund shares by investors, Financial Intermediaries that
place orders on behalf of their clients, and other agents. The procedures
currently are designed to enable Lord Abbett to identify undesirable trading
activity based on one or more of the following factors: the number of
transactions, purpose, amounts involved, period of time involved, past
transactional activity, Lord Abbett's knowledge of current market activity, and
trading activity in multiple accounts under common ownership, control, or
influence, among other factors. Lord Abbett has not adopted a particular
rule-set for identifying undesirable trading activity, such as a specific number
of transactions in Fund shares within a specified time period. However, Lord
Abbett generally will treat any pattern of purchases and redemptions over a
period of time as indicative of excessive short-term trading activity. Lord
Abbett may modify these procedures from time to time.
Financial Intermediaries include broker-dealers, registered investment advisers,
banks, trust companies, certified financial planners, third-party
administrators, recordkeepers, trustees, custodians, financial consultants, and
insurance companies.
While Lord Abbett attempts to apply the efforts described above uniformly in all
cases to detect excessive trading and market timing practices, there can be no
assurance that Lord Abbett will identify all such practices or that some
investors will not employ tactics designed to evade detection. In addition,
although Lord Abbett Distributor LLC (the "Distributor") encourages Financial
Intermediaries to adhere to Lord Abbett's policies and procedures when placing
orders for their clients through omnibus accounts they maintain with a Fund, the
Distributor's ability to monitor these trades and/or to implement the procedures
may be severely limited.
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Omnibus account arrangements are commonly used means for broker-dealers and
other Financial Intermediaries, such as recordkeepers, to hold Fund shares on
behalf of investors. A substantial portion of a Fund's shares may be held
through omnibus accounts. When shares are held through omnibus arrangements, (1)
the Distributor may not have any or complete access to the underlying investor
account information, and/or (2) the Financial Intermediaries may be unable to
implement or support Lord Abbett's procedures. In such cases, the Financial
Intermediaries may be able to implement procedures or supply the Distributor
with information that differs from that normally used by the Distributor. In
such instances, the Distributor will seek to monitor the purchase and redemption
activity through the overall omnibus account(s). If Lord Abbett identifies
activity that may be indicative of excessive short-term trading activity, Lord
Abbett will notify the Financial Intermediary and request it to provide or
review information on individual account transactions so that Lord Abbett or the
Financial Intermediary may determine if any investors are engaged in excessive
or short-term trading activity. If an investor is identified as engaging in
undesirable trading activity, Lord Abbett will request that the Financial
Intermediary take appropriate action to curtail the activity and will work with
the Financial Intermediary to do so. Such action may include actions such as
placing blocks on accounts to prohibit future purchases and exchanges of Fund
shares or requiring that the investor place trades on a manual basis, either
indefinitely or for a period of time. If Lord Abbett determines that the
Financial Intermediary has not demonstrated adequately that it has taken
appropriate action to curtail the excessive or short-term trading, Lord Abbett
may consider whether to terminate the relationship.
DISTRIBUTIONS AND TAXES
Each Lord Abbett Fund expects to pay its shareholders dividends from its net
investment income annually and to distribute any net capital gains annually as
"capital gains distributions."
Each Lord Abbett Fund intends to comply with the diversification requirements,
contained in Section 817(h) of the Internal Revenue Code of 1986, as amended,
and the Treasury regulations thereunder, that apply to investments by Variable
Contracts. To satisfy these requirements, a Fund generally will not be permitted
to invest more than 55% of the value of its total assets in the securities of a
single issuer; more than 70% of the value of its total assets in the securities
of any two issuers; more than 80% of the value of its total assets in the
securities of any three issuers; or more than 90% of the value of its total
assets in the securities of any four issuers. In the case of government
securities, each U.S. Governmental agency or instrumentality is generally
treated as a separate issuer. If a Fund fails to satisfy these diversification
requirements on the last day of a quarter of a calendar year, the owner of a
Variable Contract that holds shares in the Fund during the calendar quarter in
which the failure occurs could become subject to current federal taxation at
ordinary income rates with respect to income on the Variable Contract.
For information about the federal income tax treatment of distributions to the
separate Variable Contract accounts that hold shares in a Fund, please refer to
the prospectus provided by the insurance company for your Variable Contract.
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Because of the unique tax status of Variable Contracts, you should consult your
tax adviser regarding treatment under the federal, state, and local tax rules
that apply to you.
SERVICES ARRANGEMENTS
Certain insurance companies will be compensated up to .25% of a Fund's average
daily net asset value of the Class VC Shares held in the insurance company's
separate account to service and maintain Variable Contract owners' accounts. The
services provided may include: providing information periodically to Variable
Contract owners; showing the number of shares of the Fund held through the
Variable Contract; responding to Variable Contract owners' inquiries relating to
the services performed by the insurance company; forwarding shareholder
communications from the Fund, including proxies, shareholder reports, annual and
semi-annual financial statements, as well as dividend, distribution and tax
notices to Variable Contract owners, if required by law; and such other similar
services as the Fund may reasonably request, from time to time, to the extent
the insurance company is permitted to do so under federal and state statutes,
rules and regulations.
A Fund may also compensate certain insurance companies, third-party
administrators, and other entities for providing recordkeeping, sub-transfer
agency and other administrative services to the Fund.
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OWNERSHIP OF SHARES OF THE PHOENIX FUNDS
As of the December 31, 2004, to the best of the knowledge of the Trust, the
names and addresses of the record and beneficial holders of 5% or more of the
outstanding shares of each Phoenix Fund and the percentage of the outstanding
shares held by such holders are set forth below.
[Phoenix to insert 5% owners of any of the Phoenix Funds]
<Table>
<Caption>
NAME AND ADDRESS PERCENTAGE OWNERSHIP TYPE OF OWNERSHIP
[As of December 31, 2004, the following were record holders of 5% or more of
Phoenix-Lord Abbett Bond-Debenture Series outstanding shares:]
Phoenix Life Variable Accumulation Account [____]%* [____]
Attn: [ ]
Phoenix Life Variable Universal Life Account [____]% [____]
Attn: [ ]
PHL Variable Accumulation Account [____]%* [____]
Attn: [ ]
</Table>
*Presumed to be a control person of the Fund because of beneficial ownership of
25% or more of the Fund. Such control may affect the voting rights of other
shareholders.
[As of December 31, 2004, the following were record holders of 5% or more of
Phoenix-Lord Abbett Large-Cap Value Series outstanding shares:]
[As of December 31, 2004, the following were record holders of 5% or more of
Phoenix-Lord Abbett Mid-Cap Value Series outstanding shares:]
OWNERSHIP OF SHARES OF THE LORD ABBETT FUNDS
As of December 31, 2004, the officers and trustees of LASF as a group
beneficially owned less than 1% of the outstanding shares of each of the Lord
Abbett Funds.
As of December 31, 2004, to the best of the knowledge of LASF, the names and
addresses of the record and beneficial holders of 5% or more of the outstanding
shares of each Lord Abbett Fund and the percentage of the outstanding shares
held by such holders are set forth below. Unless otherwise indicated, LASF has
no knowledge as to whether all or any portion of the shares owned of record are
also owned beneficially.
[Lord Abbett to confirm/insert 5% owners of each of the Lord Abbett Funds:]
50
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FINANCIAL HIGHLIGHTS
The following tables show the financial performance of each Lord Abbett Fund for
the past five fiscal years and, if applicable, for any recent semiannual period
(or the period during which each Lord Abbett Fund has been in operation, if less
than five years). Certain information reflects financial results for a single
Lord Abbett Fund share. "Total return" shows how much an investment in a Lord
Abbett Fund would have increased or decreased during each period, assuming you
had reinvested all dividends and other distributions. The total return
information shown in the tables does not reflect expenses of a separate account
or any variable contracts. If such charges were included, the total return
figures would be lower for all periods shown. In the case of each Lord Abbett
Fund, the Financial Highlights for each fiscal year have been audited by
the Fund's independent registered public accounting firm, in conjunction with
their annual audit of the Fund's financial statements. The information for
any semi-annual period has not been audited. Financial statements and the
Report of the Independent Registered Public Accounting Firm thereon appear in
the annual reports to shareholders referenced in this registration statement.
FINANCIAL INFORMATION - BOND-DEBENTURE PORTFOLIO
FINANCIAL HIGHLIGHTS
This table describes the Fund's performance for the fiscal periods
indicated. "Total Return" shows how much your investment in the Fund would
have increased (or decreased) during each period, assuming you had
reinvested all dividends and distributions. These Financial Highlights have
been audited by the Fund's independent registered public accounting
firm, in conjunction with their annual audits of the Fund's financial
statements. Financial statements and the Report of the Independent
Registered Public Accounting Firm thereon appear in the 2003 Annual
Report to Shareholders, and are incorporated by reference in the
Statement of Additional Information, which is available upon request.
The total return information for the Fund shown in the table below
does not reflect expenses of a separate account or any variable
contracts. If such charges were included, the total return figures
would be lower for all periods shown.
<Table>
<Caption>
YEAR ENDED 12/31 12/3/2001(c)
-------------------------- TO
PER SHARE OPERATING PERFORMANCE 2003 2002 12/31/2001
NET ASSET VALUE, BEGINNING OF PERIOD $ 10.58 $ 10.03 $ 10.00
INVESTMENT OPERATIONS
Net investment income(a) .67 .57 .03
Net realized and unrealized gain 1.23 .23 --(e)
TOTAL FROM INVESTMENT OPERATIONS 1.90 .80 .03
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income (.48) (.22) --
Net realized gain (.10) (.03) --
TOTAL DISTRIBUTIONS (.58) (.25) --
NET ASSET VALUE, END OF PERIOD $ 11.90 $ 10.58 $ 10.03
TOTAL RETURN(b) 18.01% 7.92% .30%(d)
RATIOS TO AVERAGE NET ASSETS
Expenses, including waiver and expense reductions .90% .85% .07%(d)
Expenses, excluding waiver and expense reductions .99% 1.62% .33%(d)
Net investment income 5.78% 5.39% .34%(d)
<Caption>
YEAR ENDED 12/31 12/3/2001(c)
------------------------- TO
SUPPLEMENTAL DATA: 2003 2002 12/31/2001
NET ASSETS, END OF PERIOD (000) $ 96,185 $ 23,763 $ 1,003
PORTFOLIO TURNOVER RATE 44.40% 105.79% 21.07%
</Table>
(a) Calculated using average shares outstanding during the period.
(b) Total return assumes the reinvestment of all distributions.
(c) Commencement of operations.
(d) Not annualized.
(e) Amount is less than $.01.
FINANCIAL INFORMATION - GROWTH AND INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS
This table describes the Fund's performance for the fiscal years indicated.
"Total Return" shows how much your investment in the Fund would have
increased (or decreased) during each year, assuming you had reinvested all
dividends and distributions. These Financial Highlights have been audited
by the Fund's independent registered public accounting firm, in
conjunction with their annual audits of the Fund's financial
statements. Financial statements and the Report of the Independent
Registered Public Accounting Firm thereon appear in the 2003 Annual
Report to Shareholders, and are incorporated by reference in the
Statement of Additional Information, which is available upon request.
The total return information for the Fund shown in the table below
does not reflect expenses of a separate account or any variable
contracts. If such charges were included, the total return figures
would be lower for all periods shown.
<Table>
<Caption>
YEAR ENDED 12/31
----------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE 2003 2002 2001 2000 1999
NET ASSET VALUE, BEGINNING OF YEAR $ 18.83 $ 23.11 $ 25.45 $ 22.16 $ 20.65
INVESTMENT OPERATIONS
Net investment income(a) .20 .14 .18 .22 .52
Net realized and unrealized gain (loss) 5.64 (4.31) (1.90) 3.27 2.90
TOTAL FROM INVESTMENT OPERATIONS 5.84 (4.17) (1.72) 3.49 3.42
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income (.15) (.11) (.12) (.20) (.42)
Net realized gain -- --(c) (.50) -- (1.49)
TOTAL DISTRIBUTIONS (.15) (.11) (.62) (.20) (1.91)
NET ASSET VALUE, END OF YEAR $ 24.52 $ 18.83 $ 23.11 $ 25.45 $ 22.16
TOTAL RETURN(b) 31.01% (18.03)% (6.72)% 15.78% 16.74%
RATIOS TO AVERAGE NET ASSETS
Expenses, including expense reductions .85% .94% .97% 1.02% .87%
Expenses, excluding expense reductions .85% .94% .97% 1.03% .87%
Net investment income .93% .70% .76% .97% 2.15%
----------------------------------------------------------------------
<Caption>
YEAR ENDED 12/31
----------------------------------------------------------------------
SUPPLEMENTAL DATA: 2003 2002 2001 2000 1999
NET ASSETS, END OF YEAR (000) $ 644,983 $ 259,691 $ 183,562 $ 81,889 $ 36,192
PORTFOLIO TURNOVER RATE 31.16% 51.79% 60.79% 42.00% 188.35%
</Table>
(a) Calculated using average shares outstanding during the year.
(b) Total return assumes the reinvestment of all distributions.
(c) Amount is less than $.01.
FINANCIAL INFORMATION - MID-CAP VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS
This table describes the Fund's performance for the fiscal periods
indicated. "Total Return" shows how much your investment in the Fund would
have increased (or decreased) during each period, assuming you had
reinvested all dividends and distributions. These Financial Highlights have
been audited by the Fund's independent registered public accounting
firm, in conjunction with their annual audits of the Fund's financial
statements. Financial statements and the Report of the Independent
Registered Public Accounting Firm thereon appear in the 2003 Annual
Report to Shareholders, and are incorporated by reference in the
Statement of Additional Information, which is available upon request.
The total return information for the Fund shown in the table below
does not reflect expenses of a separate account or any variable
contracts. If such charges were included, the total return figures
would be lower for the periods shown.
<Table>
<Caption>
YEAR ENDED 12/31 9/15/1999(c)
--------------------------------------------- TO
PER SHARE OPERATING PERFORMANCE 2003 2002 2001 2000 12/31/1999
NET ASSET VALUE, BEGINNING OF PERIOD $ 13.86 $ 15.45 $ 14.38 $ 9.87 $ 10.00
INVESTMENT OPERATIONS
Net investment income(a) .11 .14 .13 .26 .05
Net realized and unrealized gain (loss) 3.32 (1.65) 1.03 4.80 (.13)
TOTAL FROM INVESTMENT OPERATIONS 3.43 (1.51) 1.16 5.06 (.08)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income (.08) (.08) (.05) (.11) (.05)
Net realized gain (.17) -- (.04) (.44) --
TOTAL DISTRIBUTIONS (.25) (.08) (.09) (.55) (.05)
NET ASSET VALUE, END OF PERIOD $ 17.04 $ 13.86 $ 15.45 $ 14.38 $ 9.87
TOTAL RETURN(b) 24.75% (9.78)% 8.05% 52.45% (.82)%(d)
RATIOS TO AVERAGE NET ASSETS
Expenses, including waiver and
expense reductions 1.08% 1.11% .99% -- --
Expenses, excluding waiver and
expense reductions 1.08% 1.16% 1.20% 1.56% 1.09%(d)
Net investment income .75% .95% .88% 2.11% .51%(d)
<Caption>
YEAR ENDED 12/31 9/15/1999(c)
-------------------------------------------------- TO
SUPPLEMENTAL DATA: 2003 2002 2001 2000 12/31/1999
NET ASSETS, END OF PERIOD (000) $ 371,607 $ 145,827 $ 35,386 $ 3,578 $ 532
PORTFOLIO TURNOVER RATE 15.38% 21.84% 27.83% 56.42% 22.92%
</Table>
(a) Calculated using average shares outstanding during the period.
(b) Total return assumes the reinvestment of all distributions.
(c) Commencement of operations.
(d) Not annualized.
51
<Page>
<Table>
<Caption>
NAME AND ADDRESS PERCENTAGE OWNERSHIP
As of December 31, 2004, the following were record holders of 5% or more of Lord
Abbett Series Fund--Bond-Debenture Portfolio's outstanding shares:
Protective Life Insurance Company XX%
PO Box 10648, Birmingham, AL
MONY Life Insurance Co. of America XX%
1740 Broadway, New York, NY
As of December 31, 2004, the following were record holders of 5% or more of Lord
Abbett Series Fund--Growth And Income Portfolio's outstanding shares:
Sun Life of Canada (US) XX%
PO Box 9133, Boston, MA
Protective Life Insurance Co. XX%
PO Box 10648, Birmingham, AL
ING Life Insurance & Annuity Co. XX%
151 Farmington Ave., Hartford, CT
AIG Sunamerica Life Assurance Co. XX%
PO Box 54299, Los Angeles, CA
Sun Life Financial VA XX%
PO Box 9134, Wellesley Hills, MA
MONY Life Insurance Co. of America XX%
FBO MONY Americas Variable Account A
1740 Broadway, NY, NY
As of December, 2004, the following were record holders of 5% or more of Lord
Abbett Series Fund--Mid-Cap Value Portfolio's outstanding shares:
Sun Life Assurance Company XX%
of Canada (US)
PO Box 9141, Boston, MA
ING Life Insurance XX%
& Annuity Co.
151 Farmington Ave., Hartford, CT
Protective Life Insurance Co. XX%
</Table>
52
<Page>
<Table>
PO Box 10648, Birmingham, AL
AIG Sunamerica Life Assurance Co. XX%
PO Box 54299, Los Angeles, CA
</Table>
Shareholders owning 25% or more of outstanding shares may be in control and be
able to affect the outcome of certain matters presented for a vote of
shareholders.
53
<Page>
OTHER BUSINESS
The Board of Trustees of the Trust knows of no other business to be brought
before the Special Meeting. However, if any other matters come before the
Meeting, it is the intention that voting instructions that do not contain
specific restrictions to the contrary will be voted on such matters in
accordance with the judgment of the entities named in the enclosed voting
instruction form.
CONTRACT OWNER INQUIRIES
Contract owner inquiries may be addressed to the Trust in writing to Phoenix
Variable Products Operations, P.O. Box 8027, Boston, Massachusetts 02266-8027,
or by calling 1-800-541-0171.
CONTRACT OWNERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE REQUESTED TO
PROVIDE INSTRUCTIONS ON HOW TO VOTE THE SHARES HELD UNDER YOUR CONTRACT USING
ONE OF THE METHODS DESCRIBED ON THE ENCLOSED VOTING INSTRUCTION FORM. THE BOARD
OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU PROVIDE VOTING INSTRUCTIONS FOR
APPROVAL OF THE REORGANIZATION.
AVAILABLE INFORMATION
The Phoenix Funds and the Lord Abbett Funds are subject to the informational
requirements of the Securities Exchange Act of 1934 and the Investment Company
Act and file reports, proxy statements, and other information with the SEC.
These reports, proxy statements, and other information filed by the Funds can be
inspected and copied (for a duplication fee) at the public reference facilities
of the SEC at 450 Fifth Street, N.W., Washington, D.C. Copies of these materials
can also be obtained by mail from the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition,
copies of these documents may be viewed on-screen or downloaded from the SEC's
Internet site at http://www.sec.gov.
54
<Page>
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "AGREEMENT") is made this
___ day of January, 2005, by and between Lord Abbett Series Fund, Inc., a
Maryland corporation (the "LORD ABBETT SERIES FUND"), on behalf of its
[series/class] [Lord Abbett Portfolio] (the "ACQUIRING PORTFOLIO"), with its
principal place of business at 90 Hudson Street, Jersey City, New Jersey 07302,
and The Phoenix Edge Series Fund, a Massachusetts business trust (the "PHOENIX
EDGE SERIES FUND"), on behalf of its series [Phoenix Portfolio] (the "ACQUIRED
PORTFOLIO"), with its principal place of business at 101 Munson Street,
Greenfield, Massachusetts 01301. The Acquiring Portfolio and the Acquired
Portfolio are sometimes referred to collectively herein as the "FUNDS" and
individually as a "FUND."
This Agreement is intended to be and is adopted as a plan of
"reorganization" as defined in Section 368(a)(1)(C) of the United States
Internal Revenue Code of 1986, as amended (the "CODE") and the Treasury
Regulations thereunder. The reorganization (the "REORGANIZATION") will consist
of (1) the transfer of all of the assets of the Acquired Portfolio to the
Acquiring Portfolio in exchange solely for (A) the issuance of [Class VC] shares
of common stock of the Acquiring Portfolio (collectively, the "ACQUIRING
PORTFOLIO SHARES" and each, an "ACQUIRING PORTFOLIO SHARE") to the Acquired
Portfolio, and (B) the assumption by the Acquiring Portfolio of the liabilities
of the Acquired Portfolio that are included in the calculation of net asset
value ("NAV") on the closing date of the Reorganization (the "CLOSING DATE")
(collectively, the "ASSUMED LIABILITIES"), and (2) the distribution by the
Acquired Portfolio, on or promptly after the Closing Date as provided herein, of
the Acquiring Portfolio Shares to the shareholders of the Acquired Portfolio in
liquidation and dissolution of the Acquired Portfolio, all upon the terms and
conditions hereinafter set forth in this Agreement.
WHEREAS, the Lord Abbett Series Fund and the Phoenix Edge Series Fund are
each registered investment companies classified as management companies of the
open-end type.
WHEREAS, the Acquiring Portfolio is authorized to issue its shares of
common stock to separate accounts of life insurance companies to support
investment under variable annuities and variable life insurance contracts
issued by such companies.
WHEREAS, the Board of Trustees of the Phoenix Edge Series Fund and the
Board of Directors of the Lord Abbett Series Fund have determined that the
Reorganization is in the best interests of the Acquired Portfolio shareholders
and the Acquiring Portfolio shareholders, respectively, and is not dilutive of
the interests of those shareholders.
NOW, THEREFORE, in consideration of the premises of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. TRANSFER OF ASSETS OF THE ACQUIRED PORTFOLIO IN EXCHANGE FOR THE
ACQUIRING PORTFOLIO SHARES AND ASSUMPTION OF THE ASSUMED LIABILITIES;
LIQUIDATION AND TERMINATION OF THE ACQUIRED PORTFOLIO.
1.1 Subject to the terms and conditions herein set forth and on the basis
of the representations and warranties contained herein, the Acquired Portfolio
will transfer all of its assets as set forth in Paragraph 1.2 (the "ACQUIRED
ASSETS") to the Acquiring Portfolio free and clear of all liens and encumbrances
(other than those arising under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), liens for taxes not yet due and contractual restrictions on
the transfer of the Acquired Assets) and the Acquiring Portfolio agrees in
exchange therefor: (i) to issue to the Acquired Portfolio the number of
Acquiring Portfolio Shares, including fractional Acquiring Portfolio Shares,
with an aggregate NAV equal to the NAV of the Acquired Portfolio, as determined
in the manner set forth in Paragraphs 2.1 and 2.2; and (ii) to assume the
Assumed Liabilities. Such transactions shall take place at the Closing (as
defined in Paragraph 3.1 below).
1.2(a) The Acquired Assets shall consist of all of the Acquired Portfolio's
property, including, without limitation, all portfolio securities and
instruments, dividends and interest receivables, cash, goodwill, contractual
rights of the Acquired Portfolio or the Phoenix Edge Series Fund in respect of
the Acquired Portfolio, all other intangible property owned by the Acquired
Portfolio, originals or copies of all books and
A-1
<Page>
records of the Acquired Portfolio, and all other assets of the Acquired
Portfolio on the Closing Date. The Acquiring Portfolio shall also be entitled to
receive (or, to the extent agreed upon between the Phoenix Edge Series Fund and
the Lord Abbett Series Fund, be provided access to) copies of all records that
the Phoenix Edge Series Fund is required to maintain under the Investment
Company Act of 1940, as amended (the "INVESTMENT COMPANY ACT"), and the rules of
the Securities and Exchange Commission (the "COMMISSION") thereunder to the
extent such records pertain to the Acquired Portfolio.
(b) The Acquired Portfolio has provided the Acquiring Portfolio with a
list of all of the Acquired Portfolio's securities and other assets as of the
date of execution of this Agreement, and the Acquiring Portfolio has provided
the Acquired Portfolio with a copy of the current fundamental investment
policies and restrictions and fair value procedures applicable to the Acquiring
Portfolio. The Acquired Portfolio reserves the right to sell any of such
securities or other assets before the Closing Date (except to the extent sales
may be limited by representations of the Acquired Portfolio contained herein
made in connection with the issuance of the tax opinion provided for in
Paragraph 8.5 hereof).
1.3 The Acquired Portfolio will endeavor to discharge all of its known
liabilities and obligations that are or will become due prior to the Closing.
1.4 On or as soon after the Closing Date as is conveniently practicable
(the "LIQUIDATION DATE"), the Phoenix Edge Series Fund shall liquidate the
Acquired Portfolio and distribute pro rata to its shareholders of record,
determined as of the close of regular trading on the New York Stock Exchange on
the Closing Date (the "ACQUIRED PORTFOLIO SHAREHOLDERS"), the Acquiring
Portfolio Shares received by the Acquired Portfolio pursuant to Paragraph 1.1
hereof. Each Acquired Portfolio Shareholder shall receive such number of
Acquiring Portfolio Shares that have an aggregate NAV equal to the aggregate NAV
of the shares of common stock of the Acquired Portfolio (the "ACQUIRED PORTFOLIO
SHARES") held of record by such Acquired Portfolio Shareholder on the Closing
Date. Such liquidation and distribution will be accomplished by the Phoenix Edge
Series Fund instructing the Lord Abbett Series Fund to transfer the Acquiring
Portfolio Shares then credited to the account of the Acquired Portfolio on the
books of the Acquiring Portfolio to open accounts on the share records of the
Acquiring Portfolio established and maintained by the Acquiring Portfolio's
transfer agent in the names of the Acquired Portfolio Shareholders and
representing the respective pro rata number of the Acquiring Portfolio Shares
due the Acquired Portfolio Shareholders. The Phoenix Edge Series Fund shall
promptly provide the Lord Abbett Series Fund with evidence of such liquidation
and distribution. All issued and outstanding Acquired Portfolio Shares will
simultaneously be cancelled on the books of the Acquired Portfolio, and the
Acquired Portfolio will be dissolved. The Acquiring Portfolio shall not issue
certificates representing the Acquiring Portfolio Shares in connection with such
exchange.
1.5 Ownership of Acquiring Portfolio Shares will be shown on the books of
the Acquiring Portfolio's transfer agent for its [Class VC] shares. Any
certificates representing ownership of Acquired Portfolio Shares that remain
outstanding on the Closing Date shall be deemed to be cancelled and shall no
longer evidence ownership of Acquired Portfolio Shares.
1.6 Any transfer taxes payable upon issuance of Acquiring Portfolio Shares
in a name other than the registered holder of the Acquired Portfolio Shares on
the books of the Acquired Portfolio as of that time shall, as a condition of
such issuance and transfer, be paid by the person to whom such Acquiring
Portfolio Shares are to be issued and transferred.
1.7 Any reporting responsibility of the Phoenix Edge Series Fund with
respect to the Acquired Portfolio for taxable periods ending on or before the
Closing Date, including, but not limited to, the responsibility for filing of
regulatory reports, Tax Returns (as defined in Paragraph 4.1), or other
documents with the Commission, any state securities commissions, and any
federal, state or local tax authorities or any other relevant regulatory
authority, is and shall remain the responsibility of the Phoenix Edge Series
Fund.
2. VALUATION
2.1 The NAV of the Acquiring Portfolio Shares and the NAV of the Acquired
Portfolio shall, in each case, be determined as of the close of business (4:00
p.m., Eastern time) on the Closing Date (the "VALUATION TIME"). The NAV of each
Acquiring Portfolio Share shall be computed by Lord, Abbett & Co. LLC (the
"ACQUIRING PORTFOLIO ADVISER") or its designee in the manner set forth in the
Acquiring
A-2
<Page>
Portfolio's Articles of Incorporation (the "ARTICLES"), or By-Laws, and the
Acquiring Portfolio's then-current prospectus and statement of additional
information. The NAV of the Acquired Portfolio shall be computed by Phoenix
Equity Planning Corporation (the "ACQUIRED PORTFOLIO FINANCIAL AGENT") by
calculating the value of the Acquired Assets and by subtracting therefrom the
amount of the liabilities of the Acquired Portfolio on the Closing Date included
on the Statement of Assets and Liabilities of the Acquired Portfolio delivered
pursuant to Paragraph 5.7 (the "STATEMENT OF ASSETS AND LIABILITIES"), said
assets and liabilities to be valued in the manner set forth in the Acquired
Portfolio's then current prospectus and statement of additional information. The
Acquiring Portfolio Adviser shall confirm to the Acquiring Portfolio the NAV of
the Acquired Portfolio.
2.2 The number of Acquiring Portfolio Shares to be issued (including
fractional shares, if any) in exchange for the Acquired Assets and the
assumption of the Assumed Liabilities shall be determined by the Acquiring
Portfolio Adviser by dividing the NAV of the Acquired Portfolio, as determined
in accordance with Paragraph 2.1, by the NAV of each Acquiring Portfolio Share,
as determined in accordance with Paragraph 2.1.
2.3 The Acquiring Portfolio and the Acquired Portfolio shall cause the
Acquiring Portfolio Adviser and the Acquired Portfolio Administrator,
respectively, to deliver a copy of its valuation report to the other party at
Closing. All computations of value shall be made by the Acquiring Portfolio
Adviser and the Acquired Portfolio Financial Agent in accordance with its
regular practice as pricing agent for the Acquiring Portfolio and the Acquired
Portfolio, respectively.
3. CLOSING AND CLOSING DATE
3.1 The Closing Date shall be March ___, 2005, or such later date as the
parties may agree to in writing. All acts necessary to consummation of the
Reorganization (the "CLOSING") shall be deemed to take place simultaneously as
of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The
Closing shall be held at the offices of Phoenix Life Insurance Company, One
American Row, Hartford, CT, or at such other place as the parties may agree.
3.2 Portfolio securities that are held other than in book-entry form in
the name of State Street Bank and Trust Company (the "CUSTODIAN") as record
holder for the Acquired Portfolio shall be presented by the Acquired Portfolio
to State Street Bank and Trust Company for examination no later than three
business days preceding the Closing Date. Such portfolio securities shall be
delivered by the Acquired Portfolio to the Custodian for the account of the
Acquiring Portfolio on the Closing Date, duly endorsed in proper form for
transfer, in such condition as to constitute good delivery thereof in accordance
with the custom of brokers, and shall be accompanied by all necessary federal
and state stock transfer stamps or a check for the appropriate purchase price
thereof. Portfolio securities held of record by the Custodian in book-entry form
on behalf of the Acquired Portfolio shall be transferred and delivered by the
Acquired Portfolio as of the Closing Date for the account of the Acquiring
Portfolio, duly endorsed in proper form for transfer in such condition as to
constitute good delivery thereof. The Acquired Portfolio's securities and
instruments deposited with a securities depository (as defined in Rule 17f-4
under the 1940 Act) or a futures commission merchant (as defined in Rule 17f-6
under the 1940 Act) shall be delivered as of the Closing Date by book entry in
accordance with the customary practices of such depositories and futures
commission merchants and the Custodian. The cash to be transferred by the
Acquired Portfolio shall be transferred and delivered by the Acquired Portfolio
as of the Closing Date for the account of the Acquiring Portfolio.
3.3 The Custodian shall deliver within one business day after the Closing
a certificate of an authorized officer stating that: (a) the Acquired Assets
have been delivered in proper form to the Acquiring Portfolio on the Closing
Date, and (b) all necessary transfer taxes including all applicable federal and
state stock transfer stamps, if any, have been paid, or provision for payment
has been made in conjunction with the delivery of portfolio securities as part
of the Acquired Assets.
3.4 If on the Closing Date (a) the New York Stock Exchange is closed to
trading or trading thereon shall be restricted or (b) trading or the reporting
of trading on such exchange or elsewhere is disrupted so that accurate appraisal
of the NAV of the Acquiring Portfolio Shares or the Acquired Portfolio pursuant
to Paragraph 2.1 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.
A-3
<Page>
3.5 The Acquired Portfolio shall deliver at the Closing a list of the
names, addresses, federal taxpayer identification numbers and backup withholding
and nonresident alien withholding status and any certificates of the Acquired
Portfolio Shareholders and the number and percentage ownership of outstanding
Acquired Portfolio Shares owned by each Acquired Portfolio Shareholder as of the
Valuation Time, certified by the President or a Secretary of the Phoenix Edge
Series Fund and its Treasurer, Secretary or other authorized officer (the
"SHAREHOLDER LIST") as being an accurate record of the information (a) provided
by the Acquired Portfolio Shareholders, (b) provided by the Custodian, or (c)
derived from the Phoenix Edge Series Fund's records by such officers or one of
the Phoenix Edge Series Fund's service providers. The Acquiring Portfolio shall
issue and deliver to the Acquired Portfolio a confirmation evidencing the
Acquiring Portfolio Shares to be credited on the Closing Date, or provide
evidence satisfactory to the Acquired Portfolio that such Acquiring Portfolio
Shares have been credited to the Acquired Portfolio's account on the books of
the Acquiring Portfolio. At the Closing, each party shall deliver to the other
such bills of sale, checks, assignments, stock certificates, receipts or other
documents as such other party or its counsel may reasonably request.
4. REPRESENTATIONS AND WARRANTIES
4.1 Except as set forth on Schedule 4.1 hereto, the Phoenix Edge Series
Fund, on behalf of the Acquired Portfolio, represents, warrants and covenants to
the Acquiring Portfolio, which representations, warranties and covenants will be
true and correct on the date hereof and on the Closing Date as though made on
and as of the Closing Date, as follows:
(a) The Acquired Portfolio is a series of the Phoenix Edge Series
Fund. The Phoenix Edge Series Fund is a business trust validly existing and
in good standing under the laws of the Commonwealth of Massachusetts and
has the power to own all of its properties and assets and, subject to
approval by the Acquired Portfolio's shareholders, to perform its
obligations under this Agreement. The Acquired Portfolio is not required to
qualify to do business in any jurisdiction in which it is not so qualified
or where failure to qualify would subject it to any material liability or
disability. Each of the Phoenix Edge Series Fund and the Acquired Portfolio
has all necessary federal, state and local authorizations to own all of its
properties and assets and to carry on its business as now being conducted;
(b) The Phoenix Edge Series Fund 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
Investment Company Act is in full force and effect;
(c) The Phoenix Edge Series Fund is not in violation of, and the
execution and delivery of this Agreement and the performance of its
obligations under this Agreement in respect of the Acquired Portfolio will
not result in a violation of, any provision of the Phoenix Edge Series
Fund's Trust Instrument or other organizational document or any material
agreement, indenture, instrument, contract, lease or other undertaking with
respect to the Acquired Portfolio to which the Phoenix Edge Series Fund is
a party or by which the Acquired Portfolio or any of its assets are bound;
(d) No litigation or administrative proceeding or investigation of or
before any court or governmental body is currently pending or to its
knowledge threatened against the Acquired Portfolio or any of the Acquired
Portfolio's properties or assets. The Acquired Portfolio knows of no facts
which might form the basis for the institution of such proceedings. Neither
the Phoenix Edge Series Fund nor the Acquired Portfolio is a party to or
subject to the provisions of any order, decree or judgment of any court or
governmental body which materially adversely affects the Acquired
Portfolio's business or its ability to consummate the transactions
contemplated herein or would be binding upon the Acquiring Portfolio as the
successor to the Acquired Portfolio;
(e) The Acquired Portfolio has no material contracts or other
commitments (other than this Agreement or agreements for the purchase and
sale of securities entered into in the ordinary course of business and
consistent with its obligations under this Agreement) which will not be
terminated at or prior to the Closing Date and no such termination will
result in liability to the Acquired Portfolio (or the Acquiring Portfolio);
(f) The statement of assets and liabilities of the Acquired Portfolio,
and the related statements of income and changes in NAV, as of and for the
fiscal year ended December 31, 2003, have been audited by
PricewaterhouseCoopers LLP, independent registered public accounting firm,
and are in
A-4
<Page>
accordance with generally accepted accounting principles in the United
States ("GAAP") consistently applied and fairly reflect, in all material
respects, the financial condition of the Acquired Portfolio as of such date
and the results of its operations for the period then ended, and all known
liabilities, whether actual or contingent, of the Acquired Portfolio as of
the date thereof are disclosed therein. The Statement of Assets and
Liabilities will be in accordance with GAAP consistently applied and will
fairly reflect, in all material respects, the financial condition of the
Acquired Portfolio as of such date and the results of its operations for
the period then ended. Except for the Assumed Liabilities, the Acquired
Portfolio will not have any known or contingent liabilities on the Closing
Date. No significant deficiency, material weakness, fraud, significant
change or other factor that could significantly affect the internal
controls of the Acquired Portfolio has been disclosed or is required to be
disclosed in the Acquired Portfolio's reports on Form N-CSR to enable the
chief executive officer and chief financial officer or other officers of
the Acquired Portfolio to make the certifications required by the
Sarbanes-Oxley Act, and no deficiency, weakness, fraud, change, event or
other factor exists that will be required to be disclosed in the Acquiring
Portfolio's Form N-CSR after the Closing Date;
(g) Since December 31, 2003, except as specifically disclosed in the
Acquired Portfolio's prospectus or its statement of additional information
as in effect on the date of this Agreement, or its semi-annual report for
the period ended June 30, 2004, there has not been any material adverse
change in the Acquired Portfolio's financial condition, assets,
liabilities, business or prospects, or any incurrence by the Acquired
Portfolio of indebtedness, except for normal contractual obligations
incurred in the ordinary course of business or in connection with the
settlement of purchases and sales of portfolio securities. For the purposes
of this subparagraph (g) (but not for any other purpose of this Agreement),
a decline in NAV per Acquired Portfolio Share arising out of its normal
investment operations or a decline in market values of securities in the
Acquired Portfolio's portfolio or a decline in net assets of the Acquired
Portfolio as a result of redemptions shall not constitute a material
adverse change;
(h) (A) For each taxable year of its operation since its inception,
the Acquired Portfolio has met, and for the current taxable year it will
meet, the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company. The Acquired Portfolio will
qualify as such as of the Closing Date and will satisfy the diversification
requirements of Section 851(b)(3) of the Code without regard to the last
sentence of Section 851(d) of the Code. The Acquired Portfolio has not
taken any action, caused any action to be taken or caused any action to
fail to be taken which action or failure could cause the Acquired Portfolio
to fail to qualify as a regulated investment company under the Code. To the
knowledge of Phoenix Edge Series Trust, (i) the Acquired Portfolio does not
have, and has not ever had, other than seed money contributed by the
general account of PLIC or PHLVIC as the case may be, any shareholder that
is not a segregated asset account within the meaning of Treasury Regulation
Section 1.817-5(e) or an entity referred to in (and holding its shares in
compliance with the terms of) Treasury Regulation 1.817-5(f)(3)(i), (ii),
or (iii); (ii) no public investor, other than seed money contributed by the
general account of PLIC or PHLVIC as the case may be, is participating or
has ever participated in the Acquired Portfolio through such a segregated
asset account other than through the purchase of a variable contract within
the meaning of Treasury Regulation Section 1.817-5(f)(2)(i)(B); and (iii)
the Acquired Portfolio satisfies, and at all times during its existence has
satisfied, the diversification requirements contained in Treasury
Regulation Section 1.817-5(b)(1), (2), or (3);
(B) Within the times and in the manner prescribed by law, the
Acquired Portfolio has properly filed on a timely basis, taking into
account extensions of the time to file, all Tax Returns (as defined
below) that it was required to file, and all such Tax Returns were
complete and accurate in all respects. The Acquired Portfolio has not
been informed by any jurisdiction that the jurisdiction believes that
the Acquired Portfolio was required to file any Tax Return that was
not filed; and the Acquired Portfolio does not know of any basis upon
which a jurisdiction could assert such a position;
(C) The Acquired Portfolio has timely paid, in the manner
prescribed by law, all Taxes (as defined below), which were due and
payable or which were claimed to be due;
(D) All Tax Returns filed by the Acquired Portfolio constitute
complete and accurate reports of
A-5
<Page>
the respective Tax liabilities and all attributes of the Acquired
Portfolio or, in the case of information returns and payee statements,
the amounts required to be reported, and accurately set forth all
items required to be included or reflected in such returns;
(E) The Acquired Portfolio has not waived or extended any
applicable statute of limitations relating to the assessment or
collection of Taxes;
(F) The Acquired Portfolio has not been notified that any
examinations of the Tax Returns of the Acquired Portfolio are
currently in progress or threatened, and no deficiencies have been
asserted or assessed against the Acquired Portfolio as a result of any
audit by the Internal Revenue Service or any state, local or foreign
taxing authority, and, to its knowledge, no such deficiency has been
proposed or threatened;
(G) The Acquired Portfolio has no actual or potential liability
for any Tax obligation of any taxpayer other than itself. The Acquired
Portfolio is not and has never been a member of a group of
corporations with which it has filed (or been required to file)
consolidated, combined or unitary Tax Returns. The Acquired Portfolio
is not a party to any Tax allocation, sharing, or indemnification
agreement except as disclosed to the Acquiring Portfolio;
(H) The unpaid Taxes of the Acquired Portfolio for tax periods
through the Closing Date do not exceed the accruals and reserves for
Taxes (excluding accruals and reserves for deferred Taxes established
to reflect timing differences between book and Tax income) set forth
on the Statement of Assets and Liabilities, rather than in any notes
thereto (the "TAX RESERVES"). All Taxes that the Acquired Portfolio is
or was required by law to withhold or collect have been duly withheld
or collected and, to the extent required, have been timely paid to the
proper governmental agency;
(I) The Acquired Portfolio has delivered to the Acquiring
Portfolio or made available to the Acquiring Portfolio complete and
accurate copies of all Tax Returns of the Acquired Portfolio, together
with all related examination reports and statements of deficiency for
all periods not closed under the applicable statutes of limitations
and complete and correct copies of all private letter rulings, revenue
agent reports, information document requests, notices of proposed
deficiencies, deficiency notices, protests, petitions, closing
agreements, settlement agreements, pending ruling requests and any
similar documents submitted by, received by or agreed to by or on
behalf of the Acquired Portfolio. The Acquired Portfolio has disclosed
on its federal income Tax Returns all positions taken therein that
could give rise to a substantial understatement of federal income Tax
within the meaning of Section 6662 of the Code;
(J) The Acquired Portfolio has not undergone, has not agreed to
undergo, and is not required to undergo (nor will it be required as a
result of the transactions contemplated in this Agreement to undergo)
a change in its method of accounting resulting in an adjustment to its
taxable income pursuant to Section 481 of the Code. The Acquired
Portfolio will not be required to include any item of income in, or
exclude any item of deduction from, taxable income for any taxable
period (or portion thereof) ending after the Closing Date as a result
of any (i) change in method of accounting for a taxable period ending
on or prior to the Closing Date under Section 481(c) of the Code (or
any corresponding or similar provision of state, local or foreign
income Tax law); (ii) "closing agreement" as described in Section 7121
of the Code (or any corresponding or similar provision of state, local
or foreign income Tax law) executed on or prior to the Closing Date;
(iii) installment sale or open transaction disposition made on or
prior to the Closing Date; or (iv) prepaid amount received on or prior
to the Closing Date;
(K) The Acquired Portfolio has not taken or agreed to take any
action, and is not aware of any agreement, plan or other circumstance,
that is inconsistent with the representations set forth in ANNEX B;
(L) There are (and as of immediately following the Closing there
will be) no liens on the assets of the Acquired Portfolio relating to
or attributable to Taxes, except for Taxes not yet due and payable;
(M) The Tax bases of the assets of the Acquired Portfolio are
accurately reflected on the
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Acquired Portfolio's Tax books and records;
(N) The Acquired Portfolio has not incurred (or been allocated) an
"overall foreign loss" as defined in Section 904(f)(2) of the Code
which has not been previously recaptured in full as provided in
Sections 904(f)(2) and/or 904(f)(3) of the Code;
(O) The Acquired Portfolio is not a party to a gain recognition
agreement under Section 367 of the Code;
(P) The Acquired Portfolio's Tax attributes are not limited under
the Code (including but not limited to any capital loss carry forward
limitations under Sections 382 or 383 of the Code and the Treasury
Regulations thereunder) or comparable provisions of state law, except
as set forth on Schedule 4.1; and
(Q) For purposes of this Agreement, "TAXES" or "TAX" shall mean
all taxes, charges, fees, levies or other similar assessments or
liabilities, including without limitation income, gross receipts, ad
valorem, premium, value-added, excise, real property, personal
property, sales, use, transfer, withholding, employment, unemployment,
insurance, social security, business license, business organization,
environmental, workers compensation, payroll, profits, license, lease,
service, service use, severance, stamp, occupation, windfall profits,
customs, duties, franchise and other taxes imposed by the United
States of America or any state, local or foreign government, or any
agency thereof, or other political subdivision of the United States or
any such government, and any interest, fines, penalties, assessments
or additions to tax resulting from, attributable to or incurred in
connection with any tax or any contest or dispute thereof; and "TAX
RETURNS" shall mean all reports, returns, declarations, statements or
other information required to be supplied to a governmental or
regulatory authority or agency, or to any other person, in connection
with Taxes and any associated schedules or work papers produced in
connection with such items;
(i) All issued and outstanding Acquired Portfolio Shares are, and at
the Closing Date will be, duly and validly issued and outstanding, fully
paid and nonassessable by the Acquired Portfolio. All of the issued and
outstanding Acquired Portfolio Shares will, at the time of Closing, be held
of record by the persons and in the amounts set forth in the Shareholder
List submitted to the Acquiring Portfolio pursuant to Paragraph 3.5 hereof.
The Acquired Portfolio does not have outstanding any options, warrants or
other rights to subscribe for or purchase any Acquired Portfolio Shares,
nor is there outstanding any security convertible into any Acquired
Portfolio Shares;
(j) At the Closing Date, the Acquired Portfolio will have good and
marketable title to the Acquired Assets, and full right, power and
authority to sell, assign, transfer and deliver the Acquired Assets to the
Acquiring Portfolio, and, upon delivery and payment for the Acquired
Assets, the Acquiring Portfolio will acquire good and marketable title
thereto, subject to no restrictions on the full transfer thereof, except
such restrictions as might arise under the Securities Act;
(k) The Phoenix Edge Series Fund has the trust power and authority to
enter into and perform its obligations under this Agreement. The execution,
delivery and performance of this Agreement have been duly authorized by all
necessary action on the part of the Phoenix Edge Series Fund's Board of
Trustees, and, subject to the approval of the Acquired Portfolio's
shareholders, assuming due authorization, execution and delivery by the
Acquiring Portfolio, this Agreement will constitute a valid and binding
obligation of the Acquired Portfolio, 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;
(l) The information to be furnished by the Acquired Portfolio to the
Acquiring Portfolio for use in applications for orders, registration
statements, proxy materials and other documents which may be necessary in
connection with the transactions contemplated hereby and any information
necessary to compute the total return of the Acquired Portfolio shall be
accurate and complete and shall comply in all material respects with
federal securities and other laws and regulations applicable thereto;
(m) The information included in the proxy statement (the "PROXY
STATEMENT") forming part of the Acquiring Portfolio's Registration
Statement on Form N-14 filed in connection with this Agreement
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(the "REGISTRATION STATEMENT") that has been furnished in writing by the
Acquired Portfolio to the Acquiring Portfolio for inclusion in the
Registration Statement, on the effective date of that Registration
Statement and on the Closing Date, will conform in all material respects to
the applicable requirements of the Securities Act, the Securities Exchange
Act of 1934, as amended (the "EXCHANGE ACT"), and the Investment Company
Act and the rules and regulations of the Commission thereunder and will 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 not misleading;
(n) Upon the effectiveness of the Registration Statement, no consent,
approval, authorization or order of any court or governmental authority is
required for the consummation by the Phoenix Edge Series Fund or the
Acquired Portfolio of the transactions contemplated by this Agreement;
(o) All of the issued and outstanding Acquired Portfolio Shares have
been offered for sale and sold in conformity with all applicable federal
and state securities laws, except as may have been previously disclosed in
writing to the Acquiring Portfolio;
(p) The prospectus and statement of additional information of the
Acquired Portfolio and any amendments or supplements thereto, furnished to
the Acquiring Portfolio, did not as of their dates or the dates of their
distribution to the public 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 in which such
statements were made, not misleading;
(q) The Acquired Portfolio currently complies in all material respects
with, and since its organization has complied in all material respects
with, the requirements of, and the rules and regulations under, the
Investment Company Act, the Securities Act, the Exchange Act, state "Blue
Sky" laws and all other applicable federal and state laws or regulations.
The Acquired Portfolio currently complies in all material respects with,
and since its organization has complied in all material respects with, all
investment objectives, policies, guidelines and restrictions and any
compliance procedures established by the Phoenix Edge Series Fund with
respect to the Acquired Portfolio. All advertising and sales material used
by the Acquired Portfolio complies in all material respects with and has
complied in all material respects with the applicable requirements of the
Securities Act, the Investment Company Act, the rules and regulations of
the Commission, and, to the extent applicable, the Conduct Rules of the
National Association of Securities Dealers, Inc. (the "NASD") and any
applicable state regulatory authority. All registration statements,
prospectuses, reports, proxy materials or other filings required to be made
or filed with the Commission, the NASD or any state securities authorities
by the Acquired Portfolio have been duly filed and have been approved or
declared effective, if such approval or declaration of effectiveness is
required by law. Such registration statements, prospectuses, reports, proxy
materials and other filings under the Securities Act, the Exchange Act and
the Investment Company Act (i) are or were in compliance in all material
respects with the requirements of all applicable statutes and the rules and
regulations thereunder and (ii) do not or did 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 in which they were made, not false or misleading;
(r) To the knowledge of the Acquired Portfolio, neither the Acquired
Portfolio nor any "affiliated person" of the Acquired Portfolio has been
convicted of any felony or misdemeanor, described in Section 9(a)(1) of the
Investment Company Act, nor, to the knowledge of the Acquired Portfolio,
has any affiliated person of the Acquired Portfolio been the subject, or
presently is the subject, of any proceeding or investigation with respect
to any disqualification that would be a basis for denial, suspension or
revocation of registration as an investment adviser under Section 203(e) of
the Investment Advisers Act of 1940, as amended (the "INVESTMENT ADVISERS
ACT"), or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section
15 of the Exchange Act, or for disqualification as an investment adviser,
employee, officer or director of an investment company under Section 9 of
the Investment Company Act; and
(s) The tax representation certificate to be delivered by Phoenix Edge
Series Fund on behalf of the Acquired Portfolio to the Lord Abbett Series
Fund and Wilmer Cutler Pickering Hale and Dorr LLP at the Closing pursuant
to Paragraph 7.4 (the "ACQUIRED PORTFOLIO TAX REPRESENTATION
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CERTIFICATE") will not on the Closing Date contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements therein not misleading.
4.2 Except as set forth on Schedule 4.2 hereto, the Lord Abbett Series
Fund, on behalf of the Acquiring Portfolio, represents, warrants and covenants
to the Acquired Portfolio, which representations, warranties and covenants will
be true and correct on the date hereof and on the Closing Date as though made on
and as of the Closing Date, as follows:
(a) The Acquiring Portfolio is a [series/class] of the Lord Abbett
Series Fund. The Lord Abbett Series Fund is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Maryland. The Lord Abbett Series Fund has the power to own all of its
properties and assets and to perform the obligations under this Agreement.
The Acquiring Portfolio is not required to qualify to do business in any
jurisdiction in which it is not so qualified or where failure to qualify
would subject it to any material liability or disability. Each of the Lord
Abbett Series Fund and the Acquiring Portfolio has all necessary federal,
state and local authorizations to own all of its properties and assets and
to carry on its business as now being conducted;
(b) The Lord Abbett Series Fund 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
Investment Company Act is in full force and effect;
(c) The Acquiring Portfolio's registration statement on Form N-1A that
will be in effect on the Closing Date, and the prospectus and statement of
additional information of the Acquiring Portfolio included therein, will
conform in all material respects with the applicable requirements of the
Securities Act and the Investment Company Act and the rules and regulations
of the Commission thereunder, and did not as of the effective date thereof
and will not as of the Closing Date contain 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 in which they were made, not misleading;
(d) The Registration Statement, the Proxy Statement and statement of
additional information with respect to the Acquiring Portfolio, and any
amendments or supplements thereto in effect on or prior to the Closing Date
included in the Registration Statement (other than written information
furnished by the Acquired Portfolio for inclusion therein, as covered by
the Acquired Portfolio's warranty in Paragraph 4.1(m) hereof) will conform
in all material respects to the applicable requirements of the Securities
Act and the Investment Company Act and the rules and regulations of the
Commission thereunder. Neither the Registration Statement nor the Proxy
Statement (other than written information furnished by the Acquired
Portfolio for inclusion therein, as covered by the Acquired Portfolio's
warranty in Paragraph 4.1(m) hereof) includes or will include any untrue
statement of a material fact or omits 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 misleading;
(e) The Lord Abbett Series Fund is not in violation of, and the
execution and delivery of this Agreement and performance of its obligations
under this Agreement will not result in a violation of, any provisions of
the Articles of Incorporation or other organizational document of the Lord
Abbett Series Fund or any material agreement, indenture, instrument,
contract, lease or other undertaking with respect to the Acquiring
Portfolio to which the Lord Abbett Series Fund is a party or by which the
Acquiring Portfolio or any of its assets is bound;
(f) No litigation or administrative proceeding or investigation of or
before any court or governmental body is currently pending or threatened
against the Acquiring Portfolio or any of the Acquiring Portfolio's
properties or assets. The Acquiring Portfolio knows of no facts which might
form the basis for the institution of such proceedings. Neither the Lord
Abbett Series Fund nor the Acquiring Portfolio is a party to or subject to
the provisions of any order, decree or judgment of any court or
governmental body which materially adversely affects the Acquiring
Portfolio's business or its ability to consummate the transactions
contemplated herein;
(g) The statement of assets and liabilities of the Acquiring
Portfolio, and the related statements of income and changes in NAV, as of
and for the fiscal year ended December 31, 2003 have been audited by
Deloitte & Touche LLP, independent registered public accounting firm, and
are in
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accordance with GAAP consistently applied and fairly reflect, in all
material respects, the financial condition of the Acquiring Portfolio as of
such date and the results of its operations for the period then ended, and
all known liabilities, whether actual or contingent, of the Acquiring
Portfolio as of the date thereof are disclosed therein;
(h) Since December 31, 2003, except as specifically disclosed in the
Acquiring Portfolio's prospectus, its statement of additional information
as in effect on the date of this Agreement, or its semi-annual report for
the period ended June 30, 2004, there has not been any material adverse
change in the Acquiring Portfolio's financial condition, assets,
liabilities, business or prospects, or any incurrence by the Acquiring
Portfolio of indebtedness, except for normal contractual obligations
incurred in the ordinary course of business or in connection with the
settlement of purchases and sales of portfolio securities. For the purposes
of this subparagraph (h) (but not for any other purpose of this Agreement),
a decline in NAV per Acquiring Portfolio Share arising out of its normal
investment operations or a decline in market values of securities in the
Acquiring Portfolio's portfolio or a decline in net assets of the Acquiring
Portfolio as a result of redemptions shall not constitute a material
adverse change;
(i) (A) For each taxable year of its operation since its inception,
the Acquiring Portfolio has met, and for the current taxable year it will
meet, the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company and will qualify as such as of
the Closing Date and will satisfy the diversification requirements of
Section 851(b)(3) of the Code without regard to the last sentence of
Section 851(d) of the Code. The Acquiring Portfolio has not taken any
action, caused any action to be taken or caused any action to fail to be
taken which action or failure could cause the Acquiring Portfolio to fail
to qualify as a regulated investment company under the Code. To the
knowledge of Lord Abbett Series Fund, (i) the Acquiring Portfolio does not
have, and has not ever had, any shareholder that is not a segregated asset
account within the meaning of Treasury Regulation Section 1.817-5(e) or an
entity referred to in (and holding its shares in compliance with the terms
of) Treasury Regulation 1.817-5(f)(3)(i), (ii), or (iii); (ii) no public
investor is participating or has ever participated in the Acquiring
Portfolio through such a segregated asset account other than through the
purchase of a variable contract within the meaning of Treasury Regulation
Section 1.817-5(f)(2)(i)(B); and (iii) the Acquiring Portfolio satisfies,
and at all times during its existence has satisfied, the diversification
requirements contained in Treasury Regulation Section 1.817-5(b)(1), (2),
or (3);
(B) Within the times and in the manner prescribed by law, the
Acquiring Portfolio has properly filed on a timely basis, taking into
account extensions of the time to file, all Tax Returns that it was
required to file, and all such Tax Returns were complete and accurate
in all respects. The Acquiring Portfolio has not been informed by any
jurisdiction that the jurisdiction believes that the Acquiring
Portfolio was required to file any Tax Return that was not filed; and
the Acquiring Portfolio does not know of any basis upon which a
jurisdiction could assert such a position;
(C) The Acquiring Portfolio has timely paid, in the manner
prescribed by law, all Taxes that were due and payable or that were
claimed to be due;
(D) All Tax Returns filed by the Acquiring Portfolio constitute
complete and accurate reports of the respective liabilities for Taxes
and all attributes of the Acquiring Portfolio or, in the case of
information returns and payee statements, the amounts required to be
reported, and accurately set forth all items required to be included
or reflected in such returns;
(E) The Acquiring Portfolio has not waived or extended any
applicable statute of limitations relating to the assessment or
collection of Taxes;
(F) The Acquiring Portfolio has not been notified that any
examinations of the Tax Returns of the Acquiring Portfolio are
currently in progress or threatened, and no deficiencies have been
asserted or assessed against the Acquiring Portfolio as a result of
any audit by the Internal Revenue Service or any state, local or
foreign taxing authority, and, to its knowledge, no such deficiency
has been proposed or threatened;
(G) The Acquiring Portfolio has no actual or potential liability
for any Tax obligation of any taxpayer other than itself. The
Acquiring Portfolio is not and has never been a member of a
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group of corporations with which it has filed (or been required to
file) consolidated, combined or unitary Tax Returns. The Acquiring
Portfolio is not a party to any Tax allocation, sharing, or
indemnification agreement except as disclosed to the Acquired
Portfolio;
(H) The Lord Abbett Series Fund has delivered to Phoenix Edge
Series Fund or made available to Phoenix Edge Series Fund complete and
accurate copies of all Tax Returns of the Acquiring Portfolio,
together with all related examination reports and statements of
deficiency for all periods not closed under the applicable statutes of
limitations and complete and correct copies of all private letter
rulings, revenue agent reports, information document requests, notices
of proposed deficiencies, deficiency notices, protests, petitions,
closing agreements, settlement agreements, pending ruling requests and
any similar documents submitted by, received by or agreed to by or on
behalf of the Acquiring Portfolio. The Acquiring Portfolio has
disclosed on its federal income Tax Returns all positions taken
therein that could give rise to a substantial understatement of
federal income Tax within the meaning of Section 6662 of the Code;
(I) The Acquiring Portfolio has not undergone, has not agreed to
undergo, and is not required to undergo (nor will it be required as a
result of the transactions contemplated in this Agreement to undergo)
a change in its method of accounting resulting in an adjustment to its
taxable income pursuant to Section 481 of the Code. The Acquiring
Portfolio will not be required to include any item of income in, or
exclude any item of deduction from, taxable income for any taxable
period (or portion thereof) ending after the Closing Date as a result
of any (i) change in method of accounting for a taxable period ending
on or prior to the Closing Date under Section 481(c) of the Code (or
any corresponding or similar provision of state, local or foreign
income Tax law); (ii) "closing agreement" as described in Section 7121
of the Code (or any corresponding or similar provision of state, local
or foreign income Tax law) executed on or prior to the Closing Date;
(iii) installment sale or open transaction disposition made on or
prior to the Closing Date; or (iv) prepaid amount received on or prior
to the Closing Date;
(J) The Acquiring Portfolio has not taken or agreed to take any
action, and is not aware of any agreement, plan or other circumstance,
that is inconsistent with the representations set forth in ANNEX A;
(K) The Acquiring Portfolio has not incurred (or been allocated)
an "overall foreign loss" as defined in Section 904(f)(2) of the Code
which has not been previously recaptured in full as provided in
Sections 904(f)(2) and/or 904(f)(3) of the Code;
(L) The Acquiring Portfolio is not a party to a gain recognition
agreement under Section 367 of the Code;
(M) The Acquiring Portfolio's Tax attributes are not limited under
the Code (including but not limited to any capital loss carry forward
limitations under Sections 382 or 383 of the Code and the Treasury
Regulations thereunder) or comparable provisions of state law, except
as set forth on Schedule 4.2;
(j) The Acquiring Portfolio currently complies, and at all times since
its organization has complied, in all material respects with the
requirements of, and the rules and regulations under, the Investment
Company Act, the Securities Act, the Exchange Act, state "Blue Sky" laws
and all other applicable federal and state laws or regulations. The
Acquiring Portfolio currently complies in all material respects with, and
since its organization has complied in all material respects with, all
investment objectives, policies, guidelines and restrictions and any
compliance procedures established by the Lord Abbett Series Fund with
respect to the Acquiring Portfolio. All advertising and sales material used
by the Acquiring Portfolio complies in all material respects with and has
complied in all material respects with the applicable requirements of the
Securities Act, the Investment Company Act, the rules and regulations of
the Commission, and, to the extent applicable, the Conduct Rules of the
NASD and any applicable state regulatory authority. All registration
statements, prospectuses, reports, proxy materials or other filings
required to be made or filed with the Commission, the NASD or any state
securities authorities by the Acquiring Portfolio have been duly filed and
have been approved or declared effective, if such approval or declaration
of effectiveness is required by law. Such registration statements,
prospectuses, reports, proxy materials and other filings under the
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Securities Act, the Exchange Act and the Investment Company Act (i) are or
were in compliance in all material respects with the requirements of all
applicable statutes and the rules and regulations thereunder and (ii) do
not or did 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 in which they were
made, not false or misleading;
(k) The authorized capital of the Acquiring Portfolio consists of
____________ shares of common stock, $0.001 par value per share. As of the
Closing Date, the Acquiring Portfolio will be authorized to issue
____________ shares of common stock, $0.001 par value per share. The
Acquiring Portfolio Shares to be issued and delivered to the Acquired
Portfolio for the account of the Acquired Portfolio Shareholders pursuant
to the terms of this Agreement will have been duly authorized on the
Closing Date and, when so issued and delivered, will be duly and validly
issued, fully paid and non-assessable. The Acquiring Portfolio does not
have outstanding any options, warrants or other rights to subscribe for or
purchase any Acquiring Portfolio shares, nor is there outstanding any
security convertible into any Acquiring Portfolio shares;
(l) The Lord Abbett Series Fund has the corporate power and authority
to enter into and perform its obligations under this Agreement. The
execution, delivery and performance of this Agreement have been duly
authorized by all necessary action on the part of the Lord Abbett Series
Fund's Board of Directors, and, assuming due authorization, execution and
delivery by the Acquired Portfolio, this Agreement will constitute a valid
and binding obligation of the Acquiring Portfolio, 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;
(m) The information to be furnished in writing by the Acquiring
Portfolio or the Acquiring Portfolio Adviser for use in applications for
orders, registration statements, proxy materials and other documents 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 applicable thereto or the requirements of any form for which
its use is intended, and shall not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
information provided not misleading;
(n) No consent, approval, authorization or order of or filing with any
court or governmental authority is required for the execution of this
Agreement or the consummation of the transactions contemplated by the
Agreement by the Acquiring Portfolio, except for the registration of the
Acquiring Portfolio Shares under the Securities Act and the Investment
Company Act;
(o) All of the issued and outstanding Acquiring Portfolio Shares have
been offered for sale and sold in conformity with all applicable federal
and state securities laws, except as may have been previously disclosed in
writing to the Acquired Portfolio;
(p) The prospectus and statement of additional information of the
Acquiring Portfolio and any amendments or supplements thereto, furnished to
the Acquired Portfolio, did not as of their dates or the dates of their
distribution to the public 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 in which such
statements were made, not misleading;
(q) To the knowledge of the Acquiring Portfolio, neither the Acquiring
Portfolio nor any "affiliated person" of the Acquiring Portfolio has been
convicted of any felony or misdemeanor, described in Section 9(a)(1) of the
Investment Company Act, nor, to the knowledge of the Acquiring Portfolio,
has any affiliated person of the Acquiring Portfolio been the subject, or
presently is the subject, of any proceeding or investigation with respect
to any disqualification that would be a basis for denial, suspension or
revocation of registration as an investment adviser under Section 203(e) of
the Investment Advisers Act or Rule 206(4)-4(b) thereunder or of a
broker-dealer under Section 15 of the Exchange Act, or for disqualification
as an investment adviser, employee, officer or director of an investment
company under Section 9 of the Investment Company Act; and
(r) The tax representation certificate to be delivered by the Lord
Abbett Series Fund on behalf of the Acquiring Portfolio to the Phoenix Edge
Series Fund and Wilmer Cutler Pickering Hale and Dorr LLP at Closing
pursuant to Section 6.3 (the "ACQUIRING PORTFOLIO TAX REPRESENTATION
CERTIFICATE")
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will not on the Closing Date contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
therein not misleading.
5. COVENANTS OF THE FUNDS
5.1 The Acquired Portfolio will operate the Acquired Portfolio's business
in the ordinary course of business between the date hereof and the Closing Date.
It is understood that such ordinary course of business will include the
declaration and payment of customary dividends and other distributions and any
other dividends and other distributions necessary or advisable (except to the
extent dividends or other distributions that are not customary may be limited by
representations made in connection with the issuance of the tax opinion
described in Paragraph 8.5 hereof), in each case payable either in cash or in
additional shares.
5.2 The Phoenix Edge Series Fund will call a special meeting of the
Acquired Portfolio's shareholders to consider approval of this Agreement and act
upon the matters set forth in the Proxy Statement.
5.3 The Acquiring Portfolio will prepare the notice of meeting, form of
proxy and Proxy Statement (collectively, "PROXY MATERIALS") to be used in
connection with such meeting, and will promptly prepare and file with the
Commission the Registration Statement. The Phoenix Edge Series Fund will provide
the Acquiring Portfolio with information reasonably requested for the
preparation of the Registration Statement in compliance with the Securities Act,
the Exchange Act, and the Investment Company Act.
5.4 The Acquired Portfolio covenants that the Acquiring Portfolio Shares
to be issued hereunder are not being acquired by the Acquired Portfolio for the
purpose of making any distribution thereof other than in accordance with the
terms of this Agreement.
5.5 The Acquired Portfolio will assist the Acquiring Portfolio in
obtaining such information as the Acquiring Portfolio reasonably requires
concerning the beneficial ownership of the Acquired Portfolio Shares.
5.6 Subject to the provisions of this Agreement, each Fund will take, or
cause to be taken, all actions, and do or cause to be done, all things
reasonably necessary, proper or advisable to consummate the transactions
contemplated by this Agreement.
5.7 The Acquired Portfolio shall furnish to the Acquiring Portfolio on the
Closing Date a Statement of Assets and Liabilities of the Acquired Portfolio as
of the Closing Date setting forth the NAV (as computed pursuant to Paragraph
2.1) of the Acquired Portfolio as of the Valuation Time, which statement shall
be prepared in accordance with GAAP consistently applied and certified by the
Phoenix Edge Series Fund's Treasurer or Assistant Treasurer. As promptly as
practicable, but in any case within 30 days after the Closing Date, the Phoenix
Edge Series Fund shall furnish to the Lord Abbett Series Fund, in such form as
is reasonably satisfactory to the Lord Abbett Series Fund, a statement of the
earnings and profits of the Acquired Portfolio for federal income tax purposes,
and of any capital loss carryovers and other items that will be carried over to
the Acquiring Portfolio under the Code, and which statement will be certified by
the Treasurer of the Phoenix Edge Series Fund.
5.8 Neither Fund shall take any action that is inconsistent with the
representations set forth in, with respect to the Acquired Portfolio, the
Acquired Portfolio Tax Representation Certificate and, with respect to the
Acquiring Portfolio, the Acquiring Portfolio Tax Representation Certificate.
5.9 From and after the date of this Agreement and until the Closing Date,
each of the Funds and the Phoenix Edge Series Fund and the Lord Abbett Series
Fund shall use its commercially reasonable efforts to cause the Reorganization
to qualify, and will not knowingly take any action, cause any action to be
taken, fail to take any action or cause any action to fail to be taken, which
action or failure to act could prevent the Reorganization from qualifying, as a
reorganization under the provisions of Section 368(a) of the Code. The parties
hereby adopt this Agreement as a "plan of reorganization" within the meaning of
Sections 1.368-2(g) and 1.368-3(a) of the income tax regulations promulgated
under the Code. Unless otherwise required pursuant to a "determination" within
the meaning of Section 1313(a) of the Code, the parties hereto shall treat and
report the transactions contemplated hereby as a reorganization within the
meaning of Section 368(a)(1)(C) of the Code and shall not take any position
inconsistent with such treatment.
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5.10 From and after the date of this Agreement and through the time of the
Closing, each Fund shall use its commercially reasonable efforts to cause it to
qualify, and will not knowingly take any action, cause any action to be taken,
fail to take any action or cause any action to fail to be taken, which action or
failure to act could prevent it from qualifying as a regulated investment
company under the provisions of Subchapter M of the Code.
5.11 Each Fund shall prepare, or cause to be prepared, all of its Tax
Returns for taxable periods that end on or before the Closing Date and shall
timely file, or cause to be timely filed, all such Tax Returns. Each Fund shall
make any payments of Taxes required to be made by it with respect to any such
Tax Returns.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED PORTFOLIO
The obligations of the Acquired Portfolio to complete the transactions
provided for herein shall be, at its election, subject to the performance by the
Acquiring Portfolio of all the obligations to be performed by it hereunder on or
before the Closing Date, and, in addition thereto, the following further
conditions, unless waived by the Acquired Portfolio in writing:
6.1 All representations and warranties by the Lord Abbett Series Fund on
behalf of the Acquiring Portfolio contained in this Agreement shall be true and
correct 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 Lord Abbett Series Fund shall have delivered to the Phoenix Edge
Series Fund on the Closing Date a certificate of the Lord Abbett Series Fund on
behalf of the Acquiring Portfolio executed in its name by its President or Vice
President and its Treasurer or Assistant Treasurer, in form and substance
satisfactory to the Phoenix Edge Series Fund and dated as of the Closing Date,
to the effect that the representations and warranties of the Lord Abbett Series
Fund made in this Agreement are true and correct at and as of the Closing Date,
except as they may be affected by the transactions contemplated by this
Agreement, that each of the conditions to Closing in this Article 6 have been
met, and as to such other matters as the Phoenix Edge Series Fund shall
reasonably request;
6.3 The Lord Abbett Series Fund on behalf of the Acquiring Portfolio shall
have delivered to the Phoenix Edge Series Fund and Wilmer Cutler Pickering Hale
and Dorr LLP an Acquiring Portfolio Tax Representation Certificate, satisfactory
to Wilmer Cutler Pickering Hale and Dorr LLP, substantially in the form attached
to this Agreement as Annex A, concerning certain tax-related matters with
respect to the Acquiring Portfolio;
6.4 With respect to the Acquiring Portfolio, the Board of Directors of the
Lord Abbett Series Fund shall have determined that the Reorganization is in the
best interests of the Acquiring Portfolio and, based upon such determination,
shall have approved this Agreement and the transactions contemplated hereby; and
6.5 The Phoenix Edge Series Fund shall have received on the Closing Date
an opinion from Wilmer Cutler Pickering Hale and Dorr LLP, dated as of the
Closing Date, in a form reasonably satisfactory to the Phoenix Edge Series Fund,
covering the following points:
(a) The Lord Abbett Series Fund is a corporation validly existing
under the laws of the State of Maryland.
(b) To such counsel's knowledge, and without any independent
investigation, the Lord Abbett Series Fund is registered as an open-end
management investment company under the 1940 Act and the Lord Abbett Series
Fund 's registration with the Commission as an investment company under the
1940 Act is in full force and effect.
(c) This Agreement has been duly authorized, executed and delivered by
the Lord Abbett Series Fund on behalf of the Acquiring Portfolio and,
assuming due authorization, execution and delivery of this Agreement by the
Phoenix Edge Series Fund, is a valid and binding obligation of the Lord
Abbett Series Fund on behalf of the Acquiring Portfolio, enforceable in
accordance with its terms, subject as to enforcement to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other laws
relating to or affecting creditors' rights generally and to general equity
principles.
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(d) Assuming that the Acquiring Portfolio Shares have been issued in
accordance with the terms of this Agreement, Acquiring Portfolio Shares to
be issued and delivered to the Phoenix Edge Series Fund on behalf of the
Acquired Portfolio Shareholders, as provided by this Agreement, are duly
authorized and upon such delivery will be validly issued, fully paid, and
nonassessable, and no shareholder of the Acquiring Portfolio has any
preemptive rights with respect to the Acquiring Portfolio Shares.
(e) The Registration Statement has been declared effective by the
Commission, and to such counsel's knowledge, no stop order under the 1933
Act pertaining thereto has been issued, and to the knowledge of such
counsel, and without any independent investigation, all regulatory
consents, authorizations, approvals or filings required to be obtained or
made by the Acquiring Portfolio under the federal laws of the United States
or the laws of the State of Delaware for the exchange of the Acquired
Portfolio's assets for Acquiring Portfolio Shares pursuant to this
Agreement have been obtained or made.
(f) The execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated herein will not, result in a
violation of the Lord Abbett Series Fund's articles of incorporation or
bylaws, as applicable.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING PORTFOLIO
The obligations of the Acquiring Portfolio to complete the transactions
provided for herein shall be, at its election, subject to the performance by the
Acquired Portfolio of all the obligations to be performed by it hereunder on or
before the Closing Date and, in addition thereto, the following further
conditions, unless waived by the Acquiring Portfolio in writing:
7.1 All representations and warranties of the Phoenix Edge Series Fund on
behalf of the Acquired Portfolio contained in this Agreement shall be true and
correct 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;
7.2 The Phoenix Edge Series Fund shall have delivered to the Acquiring
Portfolio the Statement of Assets and Liabilities of the Acquired Portfolio
pursuant to Paragraph 5.7, together with a list of its portfolio securities
showing the federal income tax bases and holding periods of such securities, as
of the Closing Date, certified by the Phoenix Edge Series Fund's Treasurer or
Assistant Treasurer;
7.3 The Phoenix Edge Series Fund shall have delivered to the Lord Abbett
Series Fund on the Closing Date a certificate of the Phoenix Edge Series Fund on
behalf of the Acquired Portfolio executed in its name by its President or Vice
President and a Treasurer or Assistant Treasurer, in form and substance
reasonably satisfactory to the Lord Abbett Series Fund and dated as of the
Closing Date, to the effect that the representations and warranties of the
Phoenix Edge Series Fund contained in this Agreement are true and correct at and
as of the Closing Date, except as they may be affected by the transactions
contemplated by this Agreement, that each of the conditions to Closing in this
Article 7 have been met, and as to such other matters as the Lord Abbett Series
Fund shall reasonably request;
7.4 The Phoenix Edge Series Fund on behalf of the Acquired Portfolio shall
have delivered to the Lord Abbett Series Fund and Wilmer Cutler Pickering Hale
and Dorr LLP an Acquired Portfolio Tax Representation Certificate, satisfactory
to Wilmer Cutler Pickering Hale and Dorr LLP, substantially in the form attached
to this Agreement as Annex B, concerning certain tax-related matters with
respect to the Acquired Portfolio;
7.5 The Lord Abbett Series Fund shall have received on the Closing Date an
opinion from Matthew Swendiman, counsel to Phoenix Life Insurance Company, dated
as of the Closing Date, in a form reasonably satisfactory to Lord Abbett Series
Fund; covering the following points:
(a) The Phoenix Edge Series Fund is a business trust validly existing
under the laws of the Commonwealth of Massachusetts.
(b) To such counsel's knowledge, and without any independent
investigation, the Phoenix Edge Series Fund is registered as an open-end
management investment company under the 1940 Act and such registration with
the Commission as an investment company under the 1940 Act is in full force
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and effect.
(c) This Agreement has been duly authorized, executed and delivered by
the Phoenix Edge Series Fund on behalf of the Acquired Portfolio and,
assuming due authorization, execution and delivery of this Agreement by the
Lord Abbett Series Fund on behalf of the Acquiring Portfolio and subject to
approval by the Acquired Portfolio's shareholders, is a valid and binding
obligation of the Phoenix Edge Series Fund on behalf of the Acquired
Portfolio, enforceable in accordance with its terms, subject as to
enforcement to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other laws relating to or affecting creditors' rights
generally and to general equity principles.
(d) To the knowledge of such counsel, and without any independent
investigation, all regulatory consents, authorizations, approvals or
filings required to be obtained or made by the Acquired Portfolio under the
federal laws of the United States or the laws of the Commonwealth of
Massachusetts for the exchange of the Acquired Portfolio's assets for
Acquiring Portfolio Shares pursuant to this Agreement have been obtained or
made.
(e) The execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated hereby will not, result in a
violation of the Phoenix Edge Series Fund's agreement and declaration of
trust or bylaws, as applicable (assuming shareholder approval has been
obtained).
7.6 With respect to the Acquired Portfolio, the Board of Trustees of the
Phoenix Edge Series Fund shall have determined that the Reorganization is in the
best interests of the Acquired Portfolio and, based upon such determination,
shall have approved this Agreement and the transactions contemplated hereby.
8. FURTHER CONDITIONS PRECEDENT
If any of the conditions set forth below does not exist on or before the
Closing Date with respect to either party hereto, the other party to this
Agreement shall, at its option, not be required to consummate the transactions
contemplated by this Agreement:
8.1 This Agreement and the transactions contemplated herein shall have
been approved by the requisite vote of the Acquired Portfolio's shareholders in
accordance with the provisions of the Phoenix Edge Series Fund's Trust
Instrument and By-Laws, and certified copies of the resolutions evidencing such
approval by the Acquired Portfolio's shareholders shall have been delivered by
the Acquired Portfolio to the Acquiring Portfolio. Notwithstanding anything
herein to the contrary, neither party hereto 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 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 (including those of
the Commission and of state Blue Sky and securities authorities) deemed
necessary by either party hereto 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
either party hereto, provided that either party may waive any such conditions
for itself;
8.4 The Lord Abbett Series Fund's Registration Statement on Form N-14
shall have become effective under the Securities Act and no stop orders
suspending the effectiveness of such Registration Statement 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 Securities Act;
8.5 The parties shall have received an opinion of Wilmer Cutler Pickering
Hale and Dorr LLP, reasonably satisfactory to the Phoenix Edge Series Fund and
the Lord Abbett Series Fund and subject to customary assumptions and
qualifications, substantially to the effect that for federal income tax purposes
the acquisition by the Acquiring Portfolio of the Acquired Assets solely in
exchange for the issuance of Acquiring Portfolio Shares to the Acquired
Portfolio and the assumption of the Assumed Liabilities by the
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Acquiring Portfolio, followed by the distribution by the Acquired Portfolio, in
liquidation of the Acquired Portfolio, of Acquiring Portfolio Shares to the
Acquired Portfolio Shareholders in exchange for their Acquired Portfolio Shares
and the termination of the Acquired Portfolio, will constitute a
"reorganization" within the meaning of Section 368(a) of the Code;
8.6 The Acquired Portfolio shall have distributed to its shareholders, and
shall have provided evidence reasonably satisfactory to the Acquiring Portfolio
to enable the Acquiring Portfolio to verify that the Acquired Portfolio has
distributed to its shareholders, in a distribution or distributions qualifying
for the deduction for dividends paid under Section 561 of the Code, all of its
investment company taxable income (as defined in Section 852(b)(2) of the Code
determined without regard to Section 852(b)(2)(D) of the Code) for its taxable
year ending on the Closing Date, all of the excess of (i) its interest income
excludable from gross income under Section 103(a) of the Code over (ii) its
deductions disallowed under Sections 265 and 171(a)(2) of the Code for its
taxable year ending on the Closing Date, and all of its net capital gain (as
such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction
by any available capital loss carryforward, for its taxable year ending on the
Closing Date; and
9. BROKERAGE FEES AND EXPENSES
9.1 Each party hereto represents and warrants to the other party hereto
that there are no brokers or finders entitled to receive any payments in
connection with the transactions provided for herein.
9.2 The expenses relating to the proposed Reorganization will be borne by
Lord, Abbett & Co. LLC and Phoenix Life Insurance Company and/or their
affiliates. No such expenses shall be borne by the Acquired Portfolio or the
Acquiring Portfolio. 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, if any, preparation of the Registration Statement, printing
and distributing the Proxy Statement, 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 could result in the disqualification of such
party for the favorable tax treatment allowed as a "regulated investment
company" within the meaning of Section 851 of the Code or failure of the
transactions contemplated hereby to qualify as a reorganization under Section
368(a) of the Code.
10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1 The Lord Abbett Series Fund and the Phoenix Edge Series Fund each
agrees that neither party has made any representation, warranty or covenant not
set forth herein or referred to in Paragraphs 4.1 or 4.2 hereof and that this
Agreement constitutes the entire agreement between the parties.
10.2 The representations and warranties contained in this Agreement or in
any document delivered pursuant hereto or in connection herewith shall not
survive the consummation of the transactions contemplated hereunder.
11. TERMINATION
11.1 This Agreement may be terminated by the mutual agreement of the Lord
Abbett Series Fund and Phoenix Edge Series Fund. In addition, either party may
at its option terminate this Agreement at or prior to the Closing Date:
(a) because of a material breach by the other of any representation,
warranty, covenant or agreement contained herein to be performed at or
prior to the Closing Date;
(b) because of a condition herein expressed to be precedent to the
obligations of the terminating party which has not been met and which
reasonably appears will not or cannot be met;
(c) by resolution of the Lord Abbett Series Fund's Board of Directors
if circumstances should develop that, in the good faith opinion of such
Board, make proceeding with the Agreement not in the best interests of the
Acquiring Portfolio's shareholders;
(d) by resolution of the Phoenix Edge Series Fund's Board of Trustees
if circumstances should develop that, in the good faith opinion of such
Board, make proceeding with the Agreement not in the best interests of the
Acquired Portfolio's shareholders; or
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(e) if the transactions contemplated by this Agreement shall not have
occurred on or prior to May 1, 2005 or such other date as the parties may
mutually agree upon in writing.
11.2 In the event of any such termination, there shall be no liability for
damages on the part of the Acquiring Portfolio, the Lord Abbett Series Fund, the
Phoenix Edge Series Fund or the Acquired Portfolio, or the trustees or officers
of the Phoenix Edge Series Fund, or the Lord Abbett Series Fund, but, subject to
Paragraph 9.2, each party shall bear the expenses incurred by it incidental to
the preparation and carrying out of this Agreement.
12. AMENDMENTS
This Agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the authorized officers of the Phoenix
Edge Series Fund and the Lord Abbett Series Fund; provided, however, that
following the meeting of the Acquired Portfolio's shareholders called by the
Phoenix Edge Series Fund pursuant to Paragraph 5.2 of this Agreement, no such
amendment may have the effect of changing the provisions regarding the method
for determining the number of Acquiring Portfolio Shares to be received by the
Acquired Portfolio Shareholders under this Agreement to their detriment without
their further approval; provided that nothing contained in this Section 12 shall
be construed to prohibit the parties from amending this Agreement to change the
Closing Date.
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 prepaid
telegraph, telecopy or certified mail addressed to the Acquired Portfolio, c/o
Phoenix Life Insurance Company, One American Row, Hartford, CT 06102, Attention
Matthew Swendiman, and to the Acquiring Portfolio, c/o Lord, Abbett & Co. LLC,
90 Hudson Street, Jersey City, New Jersey 07302-3973, Attention: Christina
Simmons, with copies to Wilmer Cutler Pickering Hale and Dorr LLP, 2445 M Street
N.W., Washington, District of Columbia 20037, Attention: Matthew A. Chambers.
14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT
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 internal laws of the State of Delaware, without giving effect to conflict of
laws principles (other than Delaware Code Title 6 Section 2708); provided that,
in the case of any conflict between those laws and the federal securities laws,
the latter shall govern.
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
either party without the prior written consent of the other party hereto.
Nothing herein expressed or implied is intended or shall be construed to confer
upon or give any person, firm or corporation, or other entity, 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 Lord Abbett Series
Fund and the Phoenix Edge Series Fund shall not be binding upon any of their
respective trustees, shareholders, nominees, officers, agents or employees
personally, but bind only to the property of the Acquiring Portfolio or the
Acquired Portfolio, as the case may be, as provided in the trust instruments of
the Lord Abbett Series Fund and the Instrument of Trust of the Phoenix Edge
Series Fund, respectively. The execution and delivery of this Agreement have
been authorized by the trustees of the Lord Abbett Series Fund and of the
Phoenix Edge Series Fund and this Agreement has been executed by authorized
officers of the Lord Abbett Series Fund and the Phoenix Edge Series Fund, acting
as such, and neither such authorization by such trustees nor such execution and
delivery by such officers shall be deemed to have been made by any of them
individually or to imposed any liability on any of them personally, but shall
bind only the property of the Acquiring Portfolio and the Acquired Portfolio, as
the case may be, as provided in the trust instruments of
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the Lord Abbett Series Fund and the Instrument of Trust of the Phoenix Edge
Series Fund, respectively.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed as of the date first set forth above by its President or Vice
President and attested by its Secretary or Assistant Secretary.
Attest: THE PHOENIX EDGE SERIES FUND
on behalf of
[PHOENIX PORTFOLIO]
By: By:
-------------------------------- --------------------------------
Name: Matthew Swendiman Name:
Title: Secretary Title:
Attest: LORD ABBETT SERIES FUND, INC.
on behalf of
[LORD ABBETT PORTFOLIO]
By: By:
-------------------------------- --------------------------------
Name: Name:
Title: Secretary Title:
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ANNEX A
TAX REPRESENTATION CERTIFICATE OF
LORD ABBETT SERIES FUND, INC.
ON BEHALF OF [LORD ABBETT PORTFOLIO]
This certificate is being delivered in connection with the transactions to
be effected pursuant to the Agreement and Plan of Reorganization made as of
January ___, 2005 between Lord Abbett Series Fund, Inc., a Maryland corporation
(the "Lord Abbett Series Fund") on behalf of its [series/class], [Lord Abbett
Portfolio] ("Acquiring Portfolio"), and The Phoenix Edge Series Fund, a
Massachusetts business trust ("Phoenix Edge Series Fund"), on behalf of its
series [Phoenix Portfolio] ("Acquired Portfolio") (the "Agreement"). Pursuant to
the Agreement, Acquiring Portfolio will acquire all of the assets of Acquired
Portfolio in exchange solely for (i) the assumption by Acquiring Portfolio of
the Assumed Liabilities of Acquired Portfolio and (ii) the issuance of [Class
VC] shares of common stock of Acquiring Portfolio (the "Acquiring Portfolio
Shares") to Acquired Portfolio, followed by the distribution by Acquired
Portfolio, in liquidation of Acquired Portfolio, of the Acquiring Portfolio
Shares to the shareholders of Acquired Portfolio and the termination of Acquired
Portfolio (the foregoing together constituting the "transaction").
The undersigned officer of Lord Abbett Series Fund, after consulting with
its counsel, auditors and tax advisers regarding the meaning of and factual
support for the following representations on behalf of Acquiring Portfolio,
hereby certifies and represents that the following statements are true, complete
and correct and will be true, complete and correct on the date of the
transaction and thereafter as relevant. Unless otherwise indicated, all
capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Agreement.
1. Acquiring Portfolio is a [series/class] of Lord Abbett Series Fund,
corporation organized under the laws of the State of Maryland, and Acquiring
Portfolio is, and has been at all times, treated as a separate corporation for
federal tax purposes.
2. Neither Acquiring Portfolio nor any person "related" to Acquiring
Portfolio (as defined in Treasury Regulation Section 1.368-1(e)(3)), nor any
partnership of which Acquiring Portfolio or any such related person is a
partner, has any plan or intention to redeem or otherwise acquire any of the
Acquiring Portfolio Shares received by shareholders of Acquired Portfolio in the
transaction except in the ordinary course of Acquiring Portfolio's business in
connection with its legal obligation under Section 22(e) of the Investment
Company Act of 1940, as amended (the "1940 Act"), as a [series/class] of a
registered open-end investment company to redeem its own shares.
3. After the transaction, Acquiring Portfolio will continue the historic
business (as defined in Treasury Regulation Section 1.368-1(d)(2)) of Acquired
Portfolio or will use a significant portion of the historic business assets (as
defined in Treasury Regulation Section 1.368-1(d)(3)) acquired from Acquired
Portfolio in a business.
4. Acquiring Portfolio has no plan or intention to sell or otherwise
dispose of any assets of Acquired Portfolio acquired in the transaction, except
for dispositions made in the ordinary course of its business or to maintain its
qualification as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code").
5. Neither Acquiring Portfolio nor Lord, Abbett & Co. LLC will pay or
assume any expenses incurred by Acquired Portfolio or the Acquired Portfolio
shareholders in connection with the transaction.
6. There is no, and never has been any, indebtedness between Acquiring
Portfolio and Acquired Portfolio.
7. Acquiring Portfolio has properly elected to be a regulated investment
company under Subchapter M of the Code, has qualified for the special tax
treatment afforded regulated investment companies under the Code for each
taxable year since inception and qualifies for such treatment as of the time of
the Closing.
8. Acquiring Portfolio meets the requirements of an "investment company" in
Section 368(a)(2)(F) of the Code.
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9. Acquiring Portfolio is not under the jurisdiction of a court in a Title
11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.
10. Acquiring Portfolio does not now own and has never owned, directly or
indirectly, any shares of Acquired Portfolio.
11. As of the date of the transaction, the fair market value of the
Acquiring Portfolio Shares issued to Acquired Portfolio will be approximately
equal to the fair market value of the Acquired Assets minus the Assumed
Liabilities. Acquiring Portfolio will not furnish any consideration in
connection with the acquisition of the Acquired Assets other than the assumption
of the Assumed Liabilities and the issuance of such Acquiring Portfolio Shares.
12. Acquired Portfolio Shareholders will not be in control (within the
meaning of Sections 368(a)(2)(H)(i) and 304(c)(1) of the Code) of Acquiring
Portfolio after the transaction.
13. The transaction is being undertaken for valid and substantial business
purposes, including facilitating Acquired Portfolio's becoming a part of the
Lord Abbett family of mutual funds.
14. No Acquired Portfolio shareholder is acting as agent for Acquiring
Portfolio in connection with the transaction or approval thereof. Acquiring
Portfolio will not reimburse any Acquired Portfolio shareholder for Acquired
Portfolio Shares such shareholder may have purchased or for other obligations
such shareholder may have incurred.
* * * * *
The undersigned officer of Lord Abbett Series Fund is authorized to make
all of the representations set forth herein, and the undersigned is authorized
to execute this certificate on behalf of Acquiring Portfolio. The undersigned
recognizes that Wilmer Cutler Pickering Hale and Dorr LLP will rely upon the
foregoing representations in evaluating the United States federal income tax
consequences of the transaction and rendering its opinion pursuant to Section
8.5 of the Agreement. If, prior to the date of the transaction, any of the
representations set forth herein ceases to be accurate, the undersigned agrees
to deliver immediately to Wilmer Cutler Pickering Hale and Dorr LLP a written
notice to that effect.
LORD ABBETT SERIES FUND, INC.
on behalf of
[Lord Abbett Portfolio]
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Dated: ______________, 2005
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ANNEX B
TAX REPRESENTATION CERTIFICATE OF
THE PHOENIX EDGE SERIES FUND
ON BEHALF OF [PHOENIX PORTFOLIO]
This certificate is being delivered in connection with the transactions to
be effected pursuant to the Agreement and Plan of Reorganization made as of
January ___, 2005 between Lord Abbett Series Fund, Inc., a Maryland corporation
(the "Lord Abbett Series Fund") on behalf of its [series/class], [Lord Abbett
Portfolio] ("Acquiring Portfolio"), and The Phoenix Edge Series Fund, a
Massachusetts business trust ("Phoenix Edge Series Fund"), on behalf of its
series [Phoenix Portfolio] ("Acquired Portfolio") (the "Agreement"). Pursuant to
the Agreement, Acquiring Portfolio will acquire all of the assets of Acquired
Portfolio in exchange solely for (i) the assumption by Acquiring Portfolio of
the Assumed Liabilities of Acquired Portfolio and (ii) the issuance of [Class
VC] shares of common stock of Acquiring Portfolio (the "Acquiring Portfolio
Shares") to Acquired Portfolio, followed by the distribution by Acquired
Portfolio, in liquidation of Acquired Portfolio, of the Acquiring Portfolio
Shares to the shareholders of Acquired Portfolio and the termination of Acquired
Portfolio (the foregoing together constituting the "transaction").
The undersigned officer of Phoenix Edge Series Fund, after consulting with
its counsel, auditors and tax advisers regarding the meaning of and factual
support for the following representations, on behalf of Acquired Portfolio,
hereby certifies and represents that the following statements are true, complete
and correct and will be true, complete and correct on the date of the
transaction and thereafter as relevant. Unless otherwise indicated, all
capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Agreement.
1. Acquired Portfolio is a series of Phoenix Edge Series Fund, a business
trust organized under the laws of the Commonwealth of Massachusetts, and
Acquired Portfolio is, and has been at all times, treated as a separate
corporation for federal tax purposes.
2. As of the date of the transaction, the fair market value of the
Acquiring Portfolio Shares received by each shareholder that holds shares of
Acquired Portfolio (the "Acquired Portfolio Shares") will be approximately equal
to the fair market value of the Acquired Portfolio Shares with respect to which
such Acquiring Portfolio Shares are received, and the aggregate consideration
received by Acquired Portfolio shareholders in exchange for their Acquired
Portfolio Shares will be approximately equal to the fair market value of all of
the outstanding Acquired Portfolio Shares immediately prior to the transaction.
No property other than Acquiring Portfolio Shares will be distributed to
shareholders of Acquired Portfolio in exchange for their Acquired Portfolio
Shares, nor will any such shareholder receive cash or other property as part of
the transaction.
3. Neither Acquired Portfolio nor any person "related" to Acquired
Portfolio (as defined in Treasury Regulation Section 1.368-1(e)(3)), nor any
partnership in which Acquired Portfolio or any such related person is a partner,
has redeemed, acquired or otherwise made any distributions with respect to any
shares of Acquired Portfolio as part of the transaction, or otherwise pursuant
to a plan of which the transaction is a part, other than redemptions and
distributions made in the ordinary course of Acquired Portfolio's business as a
series of an open-end investment company. There is no plan or intention on the
part of any shareholder of Acquired Portfolio that owns beneficially 5% or more
of the Acquired Portfolio Shares, and, to the best knowledge of management of
Acquired Portfolio, there is no plan or intention on the part of the remaining
shareholders of Acquired Portfolio to engage in any transaction with Acquired
Portfolio, Acquiring Portfolio, or any person treated as related to Acquired
Portfolio or Acquiring Portfolio under Treasury Regulation Section 1.368-1(e)(3)
or any partnership in which Acquired Portfolio, Acquiring Portfolio, or any
person treated as related to Acquired Portfolio or Acquiring Portfolio under
Treasury Regulation Section 1.368-1(e)(3) is a partner involving the sale,
redemption or exchange of any of the Acquired Portfolio Shares or any of the
Acquiring Portfolio Shares to be received in the transaction, as the case may
be, other than in the ordinary course of Acquired Portfolio's business as a
series of an open-end investment company. Without limiting the foregoing,
Phoenix Life Insurance Company has not redeemed or otherwise disposed of, and
has no plan or intention to redeem or otherwise dispose of, in connection with
or as a result of the transaction, any of its Acquired Portfolio Shares or any
of the
A-22
<Page>
Acquiring Portfolio Shares that it will receive in the transaction.
4. Pursuant to the transaction, Acquired Portfolio will transfer to
Acquiring Portfolio, and Acquiring Portfolio will acquire, at least 90% of the
fair market value of the net assets, and at least 70% of the fair market value
of the gross assets, Acquired Portfolio held immediately before the transaction.
For the purposes of the foregoing, any amounts Acquired Portfolio uses to pay
its transaction expenses and to make redemptions and distributions immediately
before the transaction (except (a) redemptions in the ordinary course of its
business required by section 22(e) of the Investment Company Act and (b)
regular, normal dividend distributions made to conform to its policy of
distributing all or substantially all of its income and gains to avoid the
obligation to pay federal income tax and/or the excise tax under Section 4982 of
the Code) will be included as assets it held immediately before the transaction.
5. As of the date of the transaction, the fair market value of the
Acquiring Portfolio Shares issued to Acquired Portfolio will be approximately
equal to the fair market value of the Acquired Assets minus the Assumed
Liabilities. Acquired Portfolio will not receive any consideration from
Acquiring Portfolio in connection with the acquisition of the Acquired Assets
other than the assumption of the Assumed Liabilities and the issuance of such
Acquiring Portfolio Shares.
6. The Assumed Liabilities assumed by Acquiring Portfolio plus the Assumed
Liabilities, if any, to which the transferred assets are subject were incurred
by Acquired Portfolio in the ordinary course of its business. Acquired Portfolio
is not aware of any liabilities of any kind other than the Assumed Liabilities.
7. As of the Closing Date, the fair market value of the Acquired Assets
will equal or exceed the liabilities of the Acquired Portfolio that are assumed
by the Acquiring Portfolio within the meaning of Section 357(d) of the Code.
8. Acquired Portfolio currently conducts its historic business within the
meaning of Treasury Regulation Section 1.368-1(d)(2), which provides that, in
general, a corporation's historic business is the business it has conducted most
recently, but does not include a business that the corporation enters into as
part of a plan of reorganization. The Acquired Portfolio assets transferred to
Acquiring Portfolio will be the Acquired Portfolio's historic business assets
within the meaning of Treasury Regulation section 1.368-1(d)(3), which provides
that a corporation's historic business assets are the assets used in its
historic business.
9. Acquired Portfolio will distribute to its shareholders the Acquiring
Portfolio Shares it receives pursuant to the transaction, and its other
properties, if any, and will be liquidated promptly thereafter.
10. The expenses of Acquired Portfolio incurred by it in connection with
the transaction will be only such expenses that are solely and directly related
to the transaction in accordance with Rev. Rul. 73-54, 1973-1 C.B. 187. Any
expenses of Acquired Portfolio incurred in connection with the transaction which
are paid or assumed by Phoenix Life Insurance Company will be expenses of
Acquired Portfolio solely and directly related to the transaction in accordance
with Rev. Rul. 73-54, 1973-1 C.B. 187. Phoenix Life Insurance Company will pay
such expenses directly, and no money or property will be transferred to Acquired
Portfolio to pay these expenses. Acquired Portfolio will not pay or incur any
obligation to pay any expenses incurred by its shareholders in connection with
the transaction.
11. There is no, and never has been any, indebtedness between Acquiring
Portfolio and Acquired Portfolio.
12. Acquired Portfolio has properly elected to be a regulated investment
company under Subchapter M of the Code, has qualified for the special tax
treatment afforded regulated investment companies under Subchapter M of the Code
for each taxable year since inception, and qualifies for such treatment as of
the time of the Closing.
13. Acquired Portfolio meets the requirements of an "investment company" in
Section 368(a)(2)(F) of the Code.
14. Acquired Portfolio is not under the jurisdiction of a court in a Title
11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.
15. Acquired Portfolio does not pay compensation to any
shareholder-employee.
A-23
<Page>
16. Acquired Portfolio shareholders will not have dissenters' or appraisal
rights in the transaction.
17. The transaction is being undertaken for valid and substantial business
purposes, including facilitating Acquired Portfolio's becoming a part of the
Lord Abbett family of mutual funds.
* * * * *
The undersigned officer of Phoenix Edge Series Fund is authorized to make
all of the representations set forth herein, and the undersigned is authorized
to execute this certificate on behalf of Acquired Portfolio. The undersigned
recognizes that Wilmer Cutler Pickering Hale and Dorr LLP will rely upon the
foregoing representations in evaluating the United States federal income tax
consequences of the transaction and rendering its opinion pursuant to Section
8.5 of the Agreement. If, prior to the date of the transaction, any of the
representations set forth herein ceases to be accurate, the undersigned agrees
to deliver immediately to Wilmer Cutler Pickering Hale and Dorr LLP a written
notice to that effect.
THE PHOENIX EDGE SERIES FUND
on behalf of
[Phoenix Portfolio]
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Dated: ______________, 2005
A-24
<Page>
STATEMENT OF ADDITIONAL INFORMATION
LORD ABBETT SERIES FUND, INC.
on behalf of
BOND-DEBENTURE PORTFOLIO
GROWTH AND INCOME PORTFOLIO
MID-CAP VALUE PORTFOLIO
(each a "Lord Abbett Fund," and collectively, the "Lord Abbett Funds")
The address and telephone number of each Lord Abbett Fund is
90 Hudson Street, Jersey City, New Jersey 07302-3973
(888) 522-2388
[__________], 2005
This Statement of Additional Information ("SAI") is not a prospectus. This SAI
relates to, and should be read in conjunction with, the Proxy
Statement/Prospectus dated [________], 2005 for the Special Meeting of
Shareholders of The Phoenix Edge Series Fund on behalf of its series
Phoenix-Lord Abbett Bond-Debenture Series, Phoenix-Lord Abbett Large-Cap Growth
Series, and Phoenix-Lord Abbett Mid-Cap Value Series. Copies of the Proxy
Statement/Prospectus may be obtained at no charge by writing to the Lord Abbett
Funds at 90 Hudson Street, Jersey City, NJ 07302-3973, or calling
1-888-522-2388.
<Table>
<Caption>
PAGE
INTRODUCTION
EXHIBITS
ADDITIONAL INFORMATION ABOUT THE LORD ABBETT FUNDS
FUND HISTORY
DESCRIPTION OF THE FUND AND ITS INVESTMENT RISKS
MANAGEMENT OF THE FUND
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
INVESTMENT ADVISORY AND OTHER SERVICES
BROKERAGE ALLOCATION AND OTHER PRACTICES
CAPITAL STOCK AND OTHER SECURITIES
PURCHASE, REDEMPTION AND PRICING OF SHARES
TAXATION OF THE FUND
UNDERWRITERS
CALCULATION OF PERFORMANCE DATA
FINANCIAL STATEMENTS
EXHIBITS AND DOCUMENTS INCORPORATED BY REFERENCE
</Table>
The following documents are incorporated herein by reference, unless otherwise
indicated. Shareholders will receive a copy of each document that is
incorporated by reference upon any request to receive a copy of this Statement
of Additional Information.
1
<Page>
1. Lord Abbett Series Fund Inc.'s statement of additional information, dated
May 1, 2004 (the " Lord Abbett SAI") (File No. 033-31072), as filed with the
Securities and Exchange Commission on April 27, 2004 (Accession No.
0001047469-04-013684) is incorporated herein by reference insofar as it relates
to the Lord Abbett Funds.
2. Lord Abbett Series Fund Inc.'s Annual Report for the fiscal year ended
December, 2003 (File No. 811-05876), as filed with the Securities and Exchange
Commission on February 27, 2004 (Accession No. 0000855396-04-000001) is
incorporated herein by reference insofar as it relates to the Lord Abbett Funds.
3. Lord Abbett Series Fund Inc.'s Semi-Annual Report for the period ended June
30, 2004 (File No. 811-05876), as filed with the Securities and Exchange
Commission on August 30, 2004 (Accession No. 0000737800-04-000016) is
incorporated herein by reference insofar as it relates to the Lord Abbett Funds.
4. The Phoenix Edge Series Fund's statement of additional information, dated
May 1, 2004 (File No. 333-05033), as filed with the Securities and Exchange
Commission on April 30, 2004 (Accession No. 0000949377-04-000290) is
incorporated herein by reference insofar as it relates to the Phoenix Funds.
5. The Phoenix Edge Series Fund's Annual Report for the fiscal year ended
December 31, 2003 (File No. 811-04642), as filed with the Securities and
Exchange Commission on February 27, 2004 (Accession No. 0000940400-04-000148) is
incorporated herein by reference insofar as it relates to the Phoenix Funds.
6. The Phoenix Edge Series Fund's Semi-Annual Report for the period ended June
30, 2004 (File No. 811-04642), as filed with the Securities and Exchange
Commission on August 27, 2004 (Accession No. 0000940400-04-000428) is
incorporated herein by reference insofar as it relates to the Phoenix Funds.
ADDITIONAL INFORMATION ABOUT
THE LORD ABBETT FUNDS
FUND HISTORY
For additional information about the Lord Abbett Funds generally and their
history, see "Fund History" in the Lord Abbett SAI.
DESCRIPTION OF THE FUND AND ITS INVESTMENT RISKS
For additional information about the Lord Abbett Funds' investment objective,
policies, risks and restrictions, see "Fundamental Investment Restrictions,"
"Non-Fundamental Investment Restrictions," "Portfolio Turnover Rate," and
"Additional Information on Portfolio Risks, Investments, and Techniques" in the
Lord Abbett SAI.
2
<Page>
MANAGEMENT OF THE FUNDS
For additional information about Lord Abbett Funds' Board of Directors and
officers, see "Management of the Funds," "Interested Director," "Independent
Directors," "Officers," "Committees," "Approval of Advisory Contract,"
"Compensation Disclosure," "Code of Ethics," and "Proxy Voting" in the Lord
Abbett SAI.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
For additional information, see "Control Persons and Principal Holders of
Securities" in the Lord Abbett SAI.
INVESTMENT ADVISORY AND OTHER SERVICES
For additional information, see "Investment Manager," "Administrative Services,"
"Principal Underwriter," "Custodian and Accounting Agent," "Transfer Agent," and
"Independent Auditors" in the Lord Abbett SAI.
BROKERAGE ALLOCATION AND OTHER PRACTICES
For additional information about the Lord Abbett Funds' brokerage allocation
practices, see "Portfolio Transactions" in the Lord Abbett SAI.
CAPITAL STOCK AND OTHER SECURITIES
For additional information about the voting rights and other characteristics of
shares of beneficial interest of the Lord Abbett Funds, see "Classes of Shares"
in the Lord Abbett SAI.
PURCHASE, REDEMPTION AND PRICING OF SHARES
For additional information about purchase, redemption, and pricing of shares of
the Lord Abbett Funds, see "Purchases, Redemptions, and Pricing" in the Lord
Abbett SAI.
TAXATION OF THE FUND
For additional information about tax matters related to an investment in the
Lord Abbett Funds, see "Taxation of the Funds" in the Lord Abbett SAI.
UNDERWRITERS
For additional information about the Lord Abbett Funds' principal underwriter
and distribution plans, see "Underwriter" and in the Lord Abbett SAI.
3
<Page>
CALCULATION OF PERFORMANCE DATA
For additional information about the investment performance of the Lord Abbett
Funds, see "Performance" in the Lord Abbett SAI.
FINANCIAL STATEMENTS
For additional information, see "Financial Statements" in the Lord Abbett SAI.
PRO FORMA FINANCIAL STATEMENTS AND SCHEDULES
The following pages include the pro forma schedules, financial statements, and
notes for the combination of Lord Abbett Series Fund--Bond-Debenture Portfolio
and Phoenix-Lord Abbett Bond-Debenture Series. Pro forma schedules and financial
statements are not included for the combinations of (i) Lord Abbett Series
Fund--Growth and Income Portfolio and Phoenix-Lord Abbett Large-Cap Value Series
and (ii) Lord Abbett Series Fund--Mid-Cap Value Portfolio and Phoenix-Lord
Abbett Mid-Cap Value Series because in each case the net asset value of the
Phoenix Fund being acquired is less than ten percent of the net asset value of
the corresponding Lord Abbett Fund.
4
<Page>
SCHEDULE OF INVESTMENTS (UNAUDITED)
JUNE 30, 2004
<Table>
<Caption>
% OF
INTEREST MATURITY NET
INVESTMENTS RATE DATE ASSETS
- -------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS 95.75%
ASSET-BACKED SECURITY 0.13%
AIRLINES 0.13%
Continental Airlines 6.90% 1/2/2017
<Caption>
COMMON STOCKS 0.26%
AEROSPACE/DEFENSE 0.08%
Raytheon Co.
MULTI-LINE INSURANCE 0.18%
MetLife, Inc.
TOTAL COMMON STOCKS
<Caption>
CONVERTIBLE BONDS 17.54%
AEROSPACE/DEFENSE 0.58%
Alliant Techsystems, Inc.+ 2.75% 2/15/2024
EDO Corp. 5.25% 4/15/2007
L-3 Comm. Holdings Corp. 4.00% 9/15/2011
TOTAL
COMPUTER HARDWARE 0.32%
Corning, Inc. 3.50% 11/1/2008
Maxtor Corp. 6.80% 4/30/2010
TOTAL
DIVERSIFIED CAPITAL GOODS 0.66%
Tyco Int'l. Group(a) 2.75% 1/15/2018
ELECTRONICS 2.08%
Artesyn Tech, Inc. 5.50% 8/15/2010
Flir Systems, Inc. 3.00% 6/1/2023
RF Micro Devices, Inc. 1.50% 7/1/2010
Teradyne, Inc. 3.75% 10/15/2006
TOTAL
<Caption>
ACQUIRING FUND
LORD ABBETT SERIES FUND, INC.
BOND-DEBENTURE PORTFOLIO
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS
ASSET-BACKED SECURITY
AIRLINES
Continental Airlines $ 190 $ 168,969 $ 146,622
------------- -------------
<Caption>
SHARES
(000)
---------
COMMON STOCKS
AEROSPACE/DEFENSE
Raytheon Co. 3 112,032
-------------
MULTI-LINE INSURANCE
MetLife, Inc. 7 234,244
-------------
TOTAL COMMON STOCKS 275,739 346,276
------------- -------------
<Caption>
PRINCIPAL
AMOUNT
(000)
---------
CONVERTIBLE BONDS
AEROSPACE/DEFENSE
Alliant Techsystems, Inc.+ $ 250 260,000
EDO Corp. 150 157,687
L-3 Comm. Holdings Corp. 200 250,500
-------------
TOTAL 668,187
-------------
COMPUTER HARDWARE
Corning, Inc. 200 282,500
Maxtor Corp. 60 63,600
-------------
TOTAL 346,100
-------------
DIVERSIFIED CAPITAL GOODS
Tyco Int'l. Group(a) 500 753,750
-------------
ELECTRONICS
Artesyn Tech, Inc. 200 285,500
Flir Systems, Inc. 600 857,250
RF Micro Devices, Inc. 700 829,500
Teradyne, Inc. 400 424,000
-------------
TOTAL 2,396,250
-------------
<Caption>
TARGET FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX-LORD ABBETT BOND DEBENTURE SERIES
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -----------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS
ASSET-BACKED SECURITY
AIRLINES
Continental Airlines $ 24 $ 20,852 $ 18,313
------------ -------------
<Caption>
SHARES
(000)
---------
COMMON STOCKS
AEROSPACE/DEFENSE
Raytheon Co. - -
-------------
MULTI-LINE INSURANCE
MetLife, Inc. - -
-------------
TOTAL COMMON STOCKS - -
------------ -------------
<Caption>
PRINCIPAL
AMOUNT
(000)
---------
CONVERTIBLE BONDS
AEROSPACE/DEFENSE
Alliant Techsystems, Inc.+ $ 100 104,000
EDO Corp. - -
L-3 Comm. Holdings Corp. - -
-------------
TOTAL 104,000
-------------
COMPUTER HARDWARE
Corning, Inc. 20 28,250
Maxtor Corp. 40 42,400
-------------
TOTAL 70,650
-------------
DIVERSIFIED CAPITAL GOODS
Tyco Int'l. Group(a) 75 112,688
-------------
ELECTRONICS
Artesyn Tech, Inc. 30 42,825
Flir Systems, Inc. 100 142,875
RF Micro Devices, Inc. 100 118,500
Teradyne, Inc. 50 53,000
-------------
TOTAL 357,200
-------------
<Caption>
PRO FORMA COMBINED
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS
ASSET-BACKED SECURITY
AIRLINES
Continental Airlines $ 214 $ 189,821 $ 164,935
------------- -------------
<Caption>
SHARES
(000)
---------
COMMON STOCKS
AEROSPACE/DEFENSE
Raytheon Co. 3 112,032
-------------
MULTI-LINE INSURANCE
MetLife, Inc. 7 234,244
-------------
TOTAL COMMON STOCKS 275,739 346,276
------------- -------------
<Caption>
PRINCIPAL
AMOUNT
(000)
---------
CONVERTIBLE BONDS
AEROSPACE/DEFENSE
Alliant Techsystems, Inc.+ $ 350 364,000
EDO Corp. 150 157,687
L-3 Comm. Holdings Corp. 200 250,500
-------------
TOTAL 772,187
-------------
COMPUTER HARDWARE
Corning, Inc. 220 310,750
Maxtor Corp. 100 106,000
-------------
TOTAL 416,750
-------------
DIVERSIFIED CAPITAL GOODS
Tyco Int'l. Group(a) 575 866,438
-------------
ELECTRONICS
Artesyn Tech, Inc. 230 328,325
Flir Systems, Inc. 700 1,000,125
RF Micro Devices, Inc. 800 948,000
Teradyne, Inc. 450 477,000
-------------
TOTAL 2,753,450
-------------
</Table>
5
<Page>
SCHEDULE OF INVESTMENTS (UNAUDITED)
JUNE 30, 2004
<Table>
<Caption>
% OF
INTEREST MATURITY NET
INVESTMENTS RATE DATE ASSETS
- -------------------------------------------------------------------------------------------------------
FOOD & DRUG RETAILERS 0.10%
Albertson's, Inc. 7.50% 5/16/2007
FOOD - WHOLESALE 1.06%
General Mills, Inc. Zero Coupon 10/28/2022
Nestle Holdings, Inc. 3.00% 5/9/2005
TOTAL
GAMING 0.36%
International Game Technology Zero Coupon 1/29/2033
HEALTH CARE FACILITIES 0.06%
Lifepoint Hospital Holdings, Inc. 4.50% 6/1/2009
HEALTH SERVICES 3.07%
Abgenix, Inc. 3.50% 3/15/2007
Advanced Medical Optics, Inc.+ 2.50% 7/15/2024
Fisher Scientific Int'l., Inc. 2.50% 10/1/2023
Invitrogen Corp.+ 1.50% 2/15/2024
Medtronic, Inc. 1.25% 9/15/2021
Universal Health Services, Inc. 0.426% 6/23/2020
TOTAL
HOTELS 0.46%
Fairmont Hotels & Resorts(a) 3.75% 12/1/2023
HOUSEHOLD & LEISURE PRODUCTS 0.36%
Costco Cos., Inc. Zero Coupon 8/19/2017
MACHINERY 0.45%
Agco Corp.+ 1.75% 12/31/2033
MEDIA - BROADCAST 0.15%
Sinclair Broadcast Group, Inc. 4.875%# 7/15/2018
MEDIA - DIVERSIFIED 1.12%
Liberty Media Corp. Class A 3.25% 3/15/2031
Walt Disney Co. (The) 2.125% 4/15/2023
TOTAL
MEDIA - SERVICES 0.53%
Lamar Advertising Co. 2.875% 12/31/2010
<Caption>
ACQUIRING FUND
LORD ABBETT SERIES FUND, INC.
BOND-DEBENTURE PORTFOLIO
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
FOOD & DRUG RETAILERS
Albertson's, Inc. $ - $ 0
-------------
FOOD - WHOLESALE
General Mills, Inc. 1,000 710,000
Nestle Holdings, Inc. 500 589,444
-------------
TOTAL 1,299,444
-------------
GAMING
International Game Technology 500 426,875
-------------
HEALTH CARE FACILITIES
Lifepoint Hospital Holdings, Inc. - -
-------------
HEALTH SERVICES
Abgenix, Inc. 500 466,875
Advanced Medical Optics, Inc.+ 125 137,344
Fisher Scientific Int'l., Inc. 1,000 1,406,250
Invitrogen Corp.+ 750 707,812
Medtronic, Inc. 650 663,000
Universal Health Services, Inc. 500 299,375
-------------
TOTAL 3,680,656
-------------
HOTELS
Fairmont Hotels & Resorts(a) 500 508,750
-------------
HOUSEHOLD & LEISURE PRODUCTS
Costco Cos., Inc. 500 473,125
-------------
MACHINERY
Agco Corp.+ 435 481,219
-------------
MEDIA - BROADCAST
Sinclair Broadcast Group, Inc. 200 186,000
-------------
MEDIA - DIVERSIFIED
Liberty Media Corp. Class A 800 720,000
Walt Disney Co. (The) 500 538,750
-------------
TOTAL 1,258,750
-------------
MEDIA - SERVICES
Lamar Advertising Co. 600 647,250
-------------
<Caption>
TARGET FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX-LORD ABBETT BOND DEBENTURE SERIES
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- ----------------------------------------------------------------------------------------------
FOOD & DRUG RETAILERS
Albertson's, Inc. $ 5 $ 138,450
------------
FOOD - WHOLESALE
General Mills, Inc. - -
Nestle Holdings, Inc. 80 94,352
------------
TOTAL 94,352
------------
GAMING
International Game Technology 50 42,438
------------
HEALTH CARE FACILITIES
Lifepoint Hospital Holdings, Inc. 75 77,906
------------
HEALTH SERVICES
Abgenix, Inc. - -
Advanced Medical Optics, Inc.+ 20 21,975
Fisher Scientific Int'l., Inc. 125 175,781
Invitrogen Corp.+ 50 47,188
Medtronic, Inc. 75 76,125
Universal Health Services, Inc. 100 59,375
------------
TOTAL 380,444
------------
HOTELS
Fairmont Hotels & Resorts(a) 100 101,250
------------
HOUSEHOLD & LEISURE PRODUCTS
Costco Cos., Inc. - -
------------
MACHINERY
Agco Corp.+ 100 110,625
------------
MEDIA - BROADCAST
Sinclair Broadcast Group, Inc. 15 13,950
------------
MEDIA - DIVERSIFIED
Liberty Media Corp. Class A 125 111,875
Walt Disney Co. (The) 100 107,250
------------
TOTAL 219,125
------------
MEDIA - SERVICES
Lamar Advertising Co. 50 53,938
------------
<Caption>
PRO FORMA COMBINED
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
FOOD & DRUG RETAILERS
Albertson's, Inc. $ 5 $ 138,450
-------------
FOOD - WHOLESALE
General Mills, Inc. 1,000 710,000
Nestle Holdings, Inc. 580 683,796
-------------
TOTAL 1,393,796
-------------
GAMING
International Game Technology 550 469,313
-------------
HEALTH CARE FACILITIES
Lifepoint Hospital Holdings, Inc. 75 77,906
-------------
HEALTH SERVICES
Abgenix, Inc. 500 466,875
Advanced Medical Optics, Inc.+ 145 159,319
Fisher Scientific Int'l., Inc. 1,125 1,582,031
Invitrogen Corp.+ 800 755,000
Medtronic, Inc. 725 739,125
Universal Health Services, Inc. 600 358,750
-------------
TOTAL 4,061,100
-------------
HOTELS
Fairmont Hotels & Resorts(a) 600 610,000
-------------
HOUSEHOLD & LEISURE PRODUCTS
Costco Cos., Inc. 500 473,125
-------------
MACHINERY
Agco Corp.+ 535 591,844
-------------
MEDIA - BROADCAST
Sinclair Broadcast Group, Inc. 215 199,950
-------------
MEDIA - DIVERSIFIED
Liberty Media Corp. Class A 925 831,875
Walt Disney Co. (The) 600 646,000
-------------
TOTAL 1,477,875
-------------
MEDIA - SERVICES
Lamar Advertising Co. 650 701,188
-------------
</Table>
6
<Page>
SCHEDULE OF INVESTMENTS (UNAUDITED)
JUNE 30, 2004
<Table>
<Caption>
% OF
INTEREST MATURITY NET
INVESTMENTS RATE DATE ASSETS
- -------------------------------------------------------------------------------------------------------
METALS/MINING EXCLUDING STEEL 0.67%
Placer Dome, Inc.+(a) 2.75% 10/15/2023
OIL FIELD EQUIPMENT & SERVICES 0.66%
Schlumberger Ltd.(a) 1.50% 6/1/2023
PHARMACEUTICALS 1.73%
Amgen, Inc. Zero Coupon 3/1/2032
Amylin Pharmaceuticals, Inc.+ 2.50% 4/15/2011
Teva Pharmaceutical Finance II, LLC (a) 0.50% 2/1/2024
Teva Pharmaceutical Finance B.V.(a) 0.375% 11/15/2022
Watson Pharmaceutical, Inc. 1.75% 3/15/2023
TOTAL
SOFTWARE/SERVICES 1.86%
DST Systems, Inc. 4.125% 8/15/2023
EMC Corp. 4.50% 4/1/2007
Mentor Graphics Corp. 6.875% 6/15/2007
TOTAL
SUPPORT-SERVICES 0.28%
Kroll, Inc.+ 1.75% 1/15/2014
TELECOM - WIRELESS 0.30%
Nextel Communications, Inc. 5.25% 1/15/2010
TELECOMMUNICATIONS EQUIPMENT 0.68%
LSI Logic Corp. 4.00% 5/15/2010
TOTAL CONVERTIBLE BONDS
<Caption>
CONVERTIBLE PREFERRED STOCKS 3.86%
AEROSPACE & DEFENSE 0.06%
Northrop Grumman Corp. 7.25%
BEVERAGE 0.40%
Constellation Brands, Inc. 5.75%
ELECTRIC-INTEGRATED 0.26%
Dominion Resources, Inc. 9.50%
<Caption>
ACQUIRING FUND
LORD ABBETT SERIES FUND, INC.
BOND-DEBENTURE PORTFOLIO
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
METALS/MINING EXCLUDING STEEL
Placer Dome, Inc.+(a) $ 650 $ 737,750
-------------
OIL FIELD EQUIPMENT & SERVICES
Schlumberger Ltd.(a) 750 797,812
-------------
PHARMACEUTICALS
Amgen, Inc. 500 370,000
Amylin Pharmaceuticals, Inc.+ 220 214,500
Teva Pharmaceutical Finance II, LLC (a) 325 337,187
Teva Pharmaceutical Finance B.V.(a) 190 303,525
Watson Pharmaceutical, Inc. 850 806,438
-------------
TOTAL 2,031,650
-------------
SOFTWARE/SERVICES
DST Systems, Inc. 500 627,500
EMC Corp. 750 825,938
Mentor Graphics Corp. 600 634,500
-------------
TOTAL 2,087,938
-------------
SUPPORT-SERVICES
Kroll, Inc.+ 300 318,000
-------------
TELECOM - WIRELESS
Nextel Communications, Inc. 350 342,125
-------------
TELECOMMUNICATIONS EQUIPMENT
LSI Logic Corp. 800 804,000
-------------
TOTAL CONVERTIBLE BONDS $ 19,392,832 20,245,631
------------- -------------
<Caption>
SHARES
(000)
---------
CONVERTIBLE PREFERRED STOCKS
AEROSPACE & DEFENSE
Northrop Grumman Corp. - -
-------------
BEVERAGE
Constellation Brands, Inc. 12 395,160
-------------
ELECTRIC-INTEGRATED
Dominion Resources, Inc. 5 272,000
-------------
<Caption>
TARGET FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX-LORD ABBETT BOND DEBENTURE SERIES
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -----------------------------------------------------------------------------------------------
METALS/MINING EXCLUDING STEEL
Placer Dome, Inc.+(a) $ 125 $ 141,250
------------
OIL FIELD EQUIPMENT & SERVICES
Schlumberger Ltd.(a) 75 79,406
------------
PHARMACEUTICALS
Amgen, Inc. - -
Amylin Pharmaceuticals, Inc.+ 65 63,050
Teva Pharmaceutical Finance II, LLC (a) 25 25,812
Teva Pharmaceutical Finance B.V.(a) 55 87,587
Watson Pharmaceutical, Inc. 75 70,781
------------
TOTAL 247,230
------------
SOFTWARE/SERVICES
DST Systems, Inc. 100 125,000
EMC Corp. 125 137,031
Mentor Graphics Corp. 100 105,750
------------
TOTAL 367,781
------------
SUPPORT-SERVICES
Kroll, Inc.+ 50 53,000
------------
TELECOM - WIRELESS
Nextel Communications, Inc. 50 48,875
------------
TELECOMMUNICATIONS EQUIPMENT
LSI Logic Corp. 100 100,500
------------
TOTAL CONVERTIBLE BONDS $ 2,756,908 2,915,058
------------ ------------
<Caption>
SHARES
(000)
---------
CONVERTIBLE PREFERRED STOCKS
AEROSPACE & DEFENSE
Northrop Grumman Corp. 1 74,424
------------
BEVERAGE
Constellation Brands, Inc. 4 131,720
------------
ELECTRIC-INTEGRATED
Dominion Resources, Inc. 1 76,160
------------
<Caption>
PRO FORMA COMBINED
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
METALS/MINING EXCLUDING STEEL
Placer Dome, Inc.+(a) $ 775 $ 879,000
-------------
OIL FIELD EQUIPMENT & SERVICES
Schlumberger Ltd.(a) 825 877,218
-------------
PHARMACEUTICALS
Amgen, Inc. 500 370,000
Amylin Pharmaceuticals, Inc.+ 285 277,550
Teva Pharmaceutical Finance II, LLC (a) 350 362,999
Teva Pharmaceutical Finance B.V.(a) 245 391,112
Watson Pharmaceutical, Inc. 925 877,219
-------------
TOTAL 2,278,880
-------------
SOFTWARE/SERVICES
DST Systems, Inc. 600 752,500
EMC Corp. 875 962,969
Mentor Graphics Corp. 700 740,250
-------------
TOTAL 2,455,719
-------------
SUPPORT-SERVICES
Kroll, Inc.+ 350 371,000
-------------
TELECOM - WIRELESS
Nextel Communications, Inc. 400 391,000
-------------
TELECOMMUNICATIONS EQUIPMENT
LSI Logic Corp. 900 904,500
-------------
TOTAL CONVERTIBLE BONDS $ 22,149,740 23,160,689
------------- -------------
<Caption>
SHARES
(000)
---------
CONVERTIBLE PREFERRED STOCKS
AEROSPACE & DEFENSE
Northrop Grumman Corp. 1 74,424
-------------
BEVERAGE
Constellation Brands, Inc. 16 526,880
-------------
ELECTRIC-INTEGRATED
Dominion Resources, Inc. 6 348,160
-------------
</Table>
7
<Page>
SCHEDULE OF INVESTMENTS (UNAUDITED)
JUNE 30, 2004
<Table>
<Caption>
% OF
INTEREST MATURITY NET
INVESTMENTS RATE DATE ASSETS
- -------------------------------------------------------------------------------------------------------
ELECTRIC UTILITIES 0.08%
FPL Group, Inc. 8.00%
ENERGY - EXPLORATION & PRODUCTION 0.59%
Chesapeake Energy Corp. 6.00%
FOOD & DRUG RETAILERS 0.31%
Albertson's, Inc. 7.25%
FORESTRY/PAPER 0.21%
Temple-Inland, Inc. 7.50%
HEALTH SERVICES 0.38%
Anthem, Inc. 6.00%
Omnicare, Inc. 4.00%
TOTAL
INVESTMENTS & MISC FINANCIAL SERVICES 0.10%
Doral Financial Corp. 4.75%
MEDIA - BROADCAST 0.44%
Sinclair Broadcast Group, Inc. 6.00%
MULTI-LINE INSURANCE 0.56%
Prudential Financial, Inc. 6.75%
XL Capital Ltd.(a) 6.50%
TOTAL
OIL & GAS EXPLORATION & PRODUCTION 0.04%
Kerr McGee Corp. 5.50%
PRINTING & PUBLISHING 0.35%
Interpublic Group of Cos. Series A 5.375%
TELECOMMUNICATIONS EQUIPMENT 0.08%
Motorola, Inc. 7.00%
TOTAL CONVERTIBLE PREFERRED STOCKS
<Caption>
ACQUIRING FUND
LORD ABBETT SERIES FUND, INC.
BOND-DEBENTURE PORTFOLIO
SHARES
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
ELECTRIC UTILITIES
FPL Group, Inc. - $ 0
-------------
ENERGY - EXPLORATION & PRODUCTION
Chesapeake Energy Corp. 8 582,188
-------------
FOOD & DRUG RETAILERS
Albertson's, Inc. 15 415,350
-------------
FORESTRY/PAPER
Temple-Inland, Inc. 4 235,280
-------------
HEALTH SERVICES
Anthem, Inc. 2 195,149
Omnicare, Inc. 5 310,150
-------------
TOTAL 505,299
-------------
INVESTMENTS & MISC FINANCIAL SERVICES
Doral Financial Corp. -(c) 132,031
-------------
MEDIA - BROADCAST
Sinclair Broadcast Group, Inc. 12 519,000
-------------
MULTI-LINE INSURANCE
Prudential Financial, Inc. 7 489,510
XL Capital Ltd.(a) 6 152,340
-------------
TOTAL 641,850
-------------
OIL & GAS EXPLORATION & PRODUCTION
Kerr McGee Corp. - -
-------------
PRINTING & PUBLISHING
Interpublic Group of Cos. Series A 8 408,240
-------------
TELECOMMUNICATIONS EQUIPMENT
Motorola, Inc. 2 98,760
-------------
TOTAL CONVERTIBLE PREFERRED STOCKS $ 3,691,111 4,205,158
------------- -------------
<Caption>
TARGET FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX-LORD ABBETT BOND DEBENTURE SERIES
SHARES
INVESTMENTS (000) COST VALUE
- -----------------------------------------------------------------------------------------------
ELECTRIC UTILITIES
FPL Group, Inc. 2 $ 109,620
------------
ENERGY - EXPLORATION & PRODUCTION
Chesapeake Energy Corp. 3 193,437
------------
FOOD & DRUG RETAILERS
Albertson's, Inc. - -
------------
FORESTRY/PAPER
Temple-Inland, Inc. 1 41,174
------------
HEALTH SERVICES
Anthem, Inc. - -
Omnicare, Inc. - -
------------
TOTAL -
------------
INVESTMENTS & MISC FINANCIAL SERVICES
Doral Financial Corp. - -
------------
MEDIA - BROADCAST
Sinclair Broadcast Group, Inc. 2 64,875
------------
MULTI-LINE INSURANCE
Prudential Financial, Inc. 1 69,930
XL Capital Ltd.(a) 1 25,390
------------
TOTAL 95,320
------------
OIL & GAS EXPLORATION & PRODUCTION
Kerr McGee Corp. 1 56,490
------------
PRINTING & PUBLISHING
Interpublic Group of Cos. Series A 1 51,030
------------
TELECOMMUNICATIONS EQUIPMENT
Motorola, Inc. - -
------------
TOTAL CONVERTIBLE PREFERRED STOCKS $ 832,206 894,250
----------- ------------
<Caption>
PRO FORMA COMBINED
SHARES
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
ELECTRIC UTILITIES
FPL Group, Inc. 2 $ 109,620
-------------
ENERGY - EXPLORATION & PRODUCTION
Chesapeake Energy Corp. 11 775,625
-------------
FOOD & DRUG RETAILERS
Albertson's, Inc. 15 415,350
-------------
FORESTRY/PAPER
Temple-Inland, Inc. 5 276,454
-------------
HEALTH SERVICES
Anthem, Inc. 2 195,149
Omnicare, Inc. 5 310,150
-------------
TOTAL 505,299
-------------
INVESTMENTS & MISC FINANCIAL SERVICES
Doral Financial Corp. -(c) 132,031
-------------
MEDIA - BROADCAST
Sinclair Broadcast Group, Inc. 14 583,875
-------------
MULTI-LINE INSURANCE
Prudential Financial, Inc. 8 559,440
XL Capital Ltd.(a) 7 177,730
-------------
TOTAL 737,170
-------------
OIL & GAS EXPLORATION & PRODUCTION
Kerr McGee Corp. 1 56,490
-------------
PRINTING & PUBLISHING
Interpublic Group of Cos. Series A 9 459,270
-------------
TELECOMMUNICATIONS EQUIPMENT
Motorola, Inc. 2 98,760
-------------
TOTAL CONVERTIBLE PREFERRED STOCKS $ 4,523,317 5,099,408
------------- -------------
</Table>
8
<Page>
SCHEDULE OF INVESTMENTS (UNAUDITED)
JUNE 30, 2004
<Table>
<Caption>
% OF
INTEREST MATURITY NET
INVESTMENTS RATE DATE ASSETS
- -------------------------------------------------------------------------------------------------------
GOVERNMENT SPONSORED ENTERPRISES BONDS 1.03%
Federal Home Loan Mortgage Corp. 3.50% 9/15/2007
Federal Home Loan Mortgage Corp. 5.50% 7/15/2006
TOTAL GOVERNMENT SPONSORED ENTERPRISES BONDS
GOVERNMENT SPONSORED ENTERPRISES PASS-THROUGHS 2.81%
Federal National Mortgage Assoc. 5.50% 7/1/2033
Federal National Mortgage Assoc. 6.00% 5/1/2032
Federal National Mortgage Assoc. 6.00% 5/1/2033
Federal National Mortgage Assoc. 6.00% 11/1/2033
TOTAL GOVERNMENT SPONSORED ENTERPRISES PASS-THROUGHS
HIGH YIELD CORPORATE NOTES & BONDS 70.12%
AEROSPACE/DEFENSE 2.00%
Armor Holdings, Inc. 8.25% 8/15/2013
DRS Technologies, Inc. 6.875% 11/1/2013
Esterline Techologies Corp. 7.75% 6/15/2013
L-3 Comm. Holdings Corp. 7.625% 6/15/2012
Raytheon Co. 4.85% 1/15/2011
Titan Corp.+ 8.00% 5/15/2011
TOTAL
AIRLINES 0.31%
American Airlines 8.608% 4/1/2011
Delta Airlines Series 01-1 7.711% 9/18/2011
TOTAL
APPAREL/TEXTILES 0.63%
Invista+(a) 9.25% 5/1/2012
Tommy Hilfiger USA, Inc. 6.85% 6/1/2008
TOTAL
AUTO LOANS 0.28%
Ford Motor Credit Corp. 7.25% 10/25/2011
AUTO PARTS & EQUIPMENT 2.11%
Arvin Meritor, Inc. 8.75% 3/1/2012
Cummins, Inc. 9.50% 12/1/2010
Dana Corp. 10.125% 3/15/2010
<Caption>
ACQUIRING FUND
LORD ABBETT SERIES FUND, INC.
BOND-DEBENTURE PORTFOLIO
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
GOVERNMENT SPONSORED ENTERPRISES BONDS
Federal Home Loan Mortgage Corp. $ 500 $ 498,952
Federal Home Loan Mortgage Corp. 750 785,239
-------------
TOTAL GOVERNMENT SPONSORED ENTERPRISES BONDS $ 1,292,839 1,284,191
------------- -------------
GOVERNMENT SPONSORED ENTERPRISES PASS-THROUGHS
Federal National Mortgage Assoc. 1,154 1,151,833
Federal National Mortgage Assoc. 258 264,276
Federal National Mortgage Assoc. 1,563 1,599,395
Federal National Mortgage Assoc. - -
-------------
TOTAL GOVERNMENT SPONSORED ENTERPRISES PASS-THROUGHS 3,065,219 3,015,504
------------- -------------
HIGH YIELD CORPORATE NOTES & BONDS
AEROSPACE/DEFENSE
Armor Holdings, Inc. 315 338,625
DRS Technologies, Inc. 400 392,000
Esterline Techologies Corp. 350 362,250
L-3 Comm. Holdings Corp. 150 159,000
Raytheon Co. 1,000 993,876
Titan Corp.+ 130 131,950
-------------
TOTAL 2,377,701
-------------
AIRLINES
American Airlines 225 204,762
Delta Airlines Series 01-1 250 161,598
-------------
TOTAL 366,360
-------------
APPAREL/TEXTILES
Invista+(a) 450 454,500
Tommy Hilfiger USA, Inc. 250 251,562
-------------
TOTAL 706,062
-------------
AUTO LOANS
Ford Motor Credit Corp. 300 313,730
-------------
AUTO PARTS & EQUIPMENT
Arvin Meritor, Inc. 250 272,500
Cummins, Inc. 450 511,875
Dana Corp. 250 284,375
<Caption>
TARGET FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX-LORD ABBETT BOND DEBENTURE SERIES
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- ----------------------------------------------------------------------------------------------
GOVERNMENT SPONSORED ENTERPRISES BONDS
Federal Home Loan Mortgage Corp. $ - $ 0
Federal Home Loan Mortgage Corp. 75 78,486
------------
TOTAL GOVERNMENT SPONSORED ENTERPRISES BONDS $ 81,032 78,486
------------ ------------
GOVERNMENT SPONSORED ENTERPRISES PASS-THROUGHS
Federal National Mortgage Assoc. 192 191,917
Federal National Mortgage Assoc. 26 26,423
Federal National Mortgage Assoc. 274 279,840
Federal National Mortgage Assoc. 189 193,654
------------
TOTAL GOVERNMENT SPONSORED ENTERPRISES PASS-THROUGHS 700,425 691,834
------------ ------------
HIGH YIELD CORPORATE NOTES & BONDS
AEROSPACE/DEFENSE
Armor Holdings, Inc. - -
DRS Technologies, Inc. 55 53,900
Esterline Techologies Corp. 60 62,100
L-3 Comm. Holdings Corp. - -
Raytheon Co. 150 148,875
Titan Corp.+ - -
------------
TOTAL 264,875
------------
AIRLINES
American Airlines 30 27,283
Delta Airlines Series 01-1 30 19,373
------------
TOTAL 46,656
------------
APPAREL/TEXTILES
Invista+(a) 125 126,250
Tommy Hilfiger USA, Inc. - -
------------
TOTAL - 126,250
------------
AUTO LOANS
Ford Motor Credit Corp. 50 52,215
------------
AUTO PARTS & EQUIPMENT
Arvin Meritor, Inc. - -
Cummins, Inc. 50 56,875
Dana Corp. - -
<Caption>
PRO FORMA COMBINED
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
GOVERNMENT SPONSORED ENTERPRISES BONDS
Federal Home Loan Mortgage Corp. $ 500 $ 498,952
Federal Home Loan Mortgage Corp. 825 863,725
-------------
TOTAL GOVERNMENT SPONSORED ENTERPRISES BONDS $ 1,373,871 1,362,677
------------- -------------
GOVERNMENT SPONSORED ENTERPRISES PASS-THROUGHS
Federal National Mortgage Assoc. 1,346 1,343,750
Federal National Mortgage Assoc. 284 290,699
Federal National Mortgage Assoc. 1,837 1,879,235
Federal National Mortgage Assoc. 189 193,654
-------------
TOTAL GOVERNMENT SPONSORED ENTERPRISES PASS-THROUGHS 3,765,644 3,707,338
------------- -------------
HIGH YIELD CORPORATE NOTES & BONDS
AEROSPACE/DEFENSE
Armor Holdings, Inc. 315 338,625
DRS Technologies, Inc. 455 445,900
Esterline Techologies Corp. 410 424,350
L-3 Comm. Holdings Corp. 150 159,000
Raytheon Co. 1,150 1,142,751
Titan Corp.+ 130 131,950
-------------
TOTAL 2,642,576
-------------
AIRLINES
American Airlines 255 232,045
Delta Airlines Series 01-1 280 180,971
-------------
TOTAL 413,016
-------------
APPAREL/TEXTILES
Invista+(a) 575 580,750
Tommy Hilfiger USA, Inc. 250 251,562
-------------
TOTAL 832,312
-------------
AUTO LOANS
Ford Motor Credit Corp. 350 365,945
-------------
AUTO PARTS & EQUIPMENT
Arvin Meritor, Inc. 250 272,500
Cummins, Inc. 500 568,750
Dana Corp. 250 284,375
</Table>
9
<Page>
SCHEDULE OF INVESTMENTS (UNAUDITED)
JUNE 30, 2004
<Table>
<Caption>
% OF
INTEREST MATURITY NET
INVESTMENTS RATE DATE ASSETS
- -------------------------------------------------------------------------------------------------------
Delco Remy Int'l., Inc. 11.00% 5/1/2009
Dura Operating Corp. 9.00% 5/1/2009
Eagle-Picher, Inc. 9.75% 9/1/2013
Goodyear Tire & Rubber Co. 7.857% 8/15/2011
Tenneco Automotive, Inc. Series B 10.25% 7/15/2013
TRW Automotive, Inc. 9.375% 2/15/2013
TOTAL
AUTOMOTIVE 0.27%
General Motors Corp. 7.125% 7/15/2013
BEVERAGE 0.35%
Le-Natures, Inc.+ 10.00% 6/15/2013
BUILDING & CONSTRUCTION 1.10%
Beazer Homes USA, Inc. 6.50% 11/15/2013
Beazer Homes USA, Inc. 8.375% 4/15/2012
D. R. Horton, Inc. 6.875% 5/1/2013
Lennar Corp. 7.625% 3/1/2009
Schuler Homes, Inc. 9.375% 7/15/2009
Shaw Group, Inc. 10.75% 3/15/2010
William Lyon Homes 10.75% 4/1/2013
TOTAL
BUILDING MATERIALS 0.43%
American Standard Cos., Inc. 7.625% 2/15/2010
Jacuzzi Brands, Inc. 9.625% 7/1/2010
TOTAL
CASINOS & GAMING 0.02%
Ceasars Entertainment, Inc. 7.50% 9/1/2009
CHEMICALS 3.23%
Airgas, Inc. 6.25% 7/15/2014
Airgas, Inc. 7.75% 9/15/2006
Airgas, Inc. 9.125% 10/1/2011
<Caption>
ACQUIRING FUND
LORD ABBETT SERIES FUND, INC.
BOND-DEBENTURE PORTFOLIO
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
Delco Remy Int'l., Inc. $ 350 $ 371,000
Dura Operating Corp. 250 246,250
Eagle-Picher, Inc. 275 297,000
Goodyear Tire & Rubber Co. 150 137,625
Tenneco Automotive, Inc. Series B 150 170,250
TRW Automotive, Inc. 178 201,585
-------------
TOTAL 2,492,460
-------------
AUTOMOTIVE
General Motors Corp. 300 308,625
-------------
BEVERAGE
Le-Natures, Inc.+ 400 416,000
-------------
BUILDING & CONSTRUCTION
Beazer Homes USA, Inc. 200 190,000
Beazer Homes USA, Inc. 150 159,000
D. R. Horton, Inc. 250 256,250
Lennar Corp. 150 166,257
Schuler Homes, Inc. 150 165,375
Shaw Group, Inc. 125 123,125
William Lyon Homes 200 222,000
-------------
TOTAL 1,282,007
-------------
BUILDING MATERIALS
American Standard Cos., Inc. 75 82,875
Jacuzzi Brands, Inc. 400 430,000
-------------
TOTAL 512,875
-------------
CASINOS & GAMING
Ceasars Entertainment, Inc. - -
-------------
CHEMICALS
Airgas, Inc. 200 192,500
Airgas, Inc. 75 79,875
Airgas, Inc. 100 113,250
<Caption>
TARGET FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX-LORD ABBETT BOND DEBENTURE SERIES
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -----------------------------------------------------------------------------------------------
Delco Remy Int'l., Inc. $ 80 $ 84,800
Dura Operating Corp. - -
Eagle-Picher, Inc. 40 43,200
Goodyear Tire & Rubber Co. 75 68,813
Tenneco Automotive, Inc. Series B 20 22,700
TRW Automotive, Inc. 22 24,915
------------
TOTAL 301,303
------------
AUTOMOTIVE
General Motors Corp. 50 51,352
------------
BEVERAGE
Le-Natures, Inc.+ 40 41,600
------------
BUILDING & CONSTRUCTION
Beazer Homes USA, Inc. 30 28,500
Beazer Homes USA, Inc. 25 26,500
D. R. Horton, Inc. 25 25,625
Lennar Corp. - -
Schuler Homes, Inc. - -
Shaw Group, Inc. 50 49,250
William Lyon Homes 35 38,850
------------
TOTAL 168,725
------------
BUILDING MATERIALS
American Standard Cos., Inc. - -
Jacuzzi Brands, Inc. 55 59,125
------------
TOTAL 59,125
------------
CASINOS & GAMING
Ceasars Entertainment, Inc. 25 26,437
------------
CHEMICALS
Airgas, Inc. 100 96,250
Airgas, Inc. - -
Airgas, Inc. 25 28,312
<Caption>
PRO FORMA COMBINED
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
Delco Remy Int'l., Inc. $ 430 $ 455,800
Dura Operating Corp. 250 246,250
Eagle-Picher, Inc. 315 340,200
Goodyear Tire & Rubber Co. 225 206,438
Tenneco Automotive, Inc. Series B 170 192,950
TRW Automotive, Inc. 200 226,500
-------------
TOTAL 2,793,763
-------------
AUTOMOTIVE
General Motors Corp. 350 359,977
-------------
BEVERAGE
Le-Natures, Inc.+ 440 457,600
-------------
BUILDING & CONSTRUCTION
Beazer Homes USA, Inc. 230 218,500
Beazer Homes USA, Inc. 175 185,500
D. R. Horton, Inc. 275 281,875
Lennar Corp. 150 166,257
Schuler Homes, Inc. 150 165,375
Shaw Group, Inc. 175 172,375
William Lyon Homes 235 260,850
-------------
TOTAL 1,450,732
-------------
BUILDING MATERIALS
American Standard Cos., Inc. 75 82,875
Jacuzzi Brands, Inc. 455 489,125
-------------
TOTAL 572,000
-------------
CASINOS & GAMING
Ceasars Entertainment, Inc. 25 26,437
-------------
CHEMICALS
Airgas, Inc. 300 288,750
Airgas, Inc. 75 79,875
Airgas, Inc. 125 141,562
</Table>
10
<Page>
SCHEDULE OF INVESTMENTS (UNAUDITED)
JUNE 30, 2004
<Table>
<Caption>
% OF
INTEREST MATURITY NET
INVESTMENTS RATE DATE ASSETS
- -------------------------------------------------------------------------------------------------------
Hercules, Inc.+ 6.75% 10/15/2029
Huntsman Int'l. Holdings LLC Zero Coupon 12/31/2009
IMC Global, Inc. Series B 11.25% 6/1/2011
KRATON Polymers LLC+ 8.125% 1/15/2014
Lyondell Chemical Co. 9.625% 5/1/2007
Nalco Co.+ 8.875% 11/15/2013
Nova Chemicals Corp(a) 6.50% 1/15/2012
Rhodia SA+(a) 8.875% 6/1/2011
Terra Capital, Inc. 11.50% 6/1/2010
United Industries Corp. Series D 9.875% 4/1/2009
TOTAL
CONSUMER-PRODUCTS 1.17%
Elizabeth Arden, Inc. 7.75% 1/15/2014
Int'l. Flavors & Frag., Inc. 6.45% 5/15/2006
Rayovac Corp. 8.50% 10/1/2013
TOTAL
DIVERSIFIED CAPITAL GOODS 0.95%
Blount, Inc. 13.00% 8/1/2009
JB Poindexter & Co.+ 8.75% 3/15/2014
Sensus Metering Systems, Inc.+ 8.625% 12/15/2013
Trinity Industries, Inc.+ 6.50% 3/15/2014
TOTAL
ELECTRIC-GENERATION 3.26%
AES Corp. 7.75% 3/1/2014
AES Corp.+ 8.75% 5/15/2013
Calpine Corp.+ 8.50% 7/15/2010
Dynegy Holdings+ 9.875% 7/15/2010
Midwest Generation LLC+ 8.75% 5/1/2034
NRG Energy, Inc.+ 8.00% 12/15/2013
Reliant Resources, Inc. 9.50% 7/15/2013
TOTAL
ELECTRIC-INTEGRATED 2.54%
Duke Energy Corp. Series B (d) 5.375% 1/1/2009
Mission Energy Holding Co. 13.50% 7/15/2008
PG&E Corp. 4.80% 3/1/2014
TECO Energy, Inc. 7.50% 6/15/2010
<Caption>
ACQUIRING FUND
LORD ABBETT SERIES FUND, INC.
BOND-DEBENTURE PORTFOLIO
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
Hercules, Inc.+ $ 600 $ 579,000
Huntsman Int'l. Holdings LLC 40 19,800
IMC Global, Inc. Series B 250 289,375
KRATON Polymers LLC+ 500 507,500
Lyondell Chemical Co. 150 157,500
Nalco Co.+ 400 421,000
Nova Chemicals Corp(a) 175 173,250
Rhodia SA+(a) 615 522,750
Terra Capital, Inc. 300 330,000
United Industries Corp. Series D 200 209,000
-------------
TOTAL 3,594,800
-------------
CONSUMER-PRODUCTS
Elizabeth Arden, Inc. 345 352,762
Int'l. Flavors & Frag., Inc. 100 105,700
Rayovac Corp. 740 780,700
-------------
TOTAL 1,239,162
-------------
DIVERSIFIED CAPITAL GOODS
Blount, Inc. 226 243,232
JB Poindexter & Co.+ 230 234,600
Sensus Metering Systems, Inc.+ 300 289,500
Trinity Industries, Inc.+ 250 230,000
-------------
TOTAL 997,332
-------------
ELECTRIC-GENERATION
AES Corp. 75 72,469
AES Corp.+ 500 538,125
Calpine Corp.+ 750 624,375
Dynegy Holdings+ 600 648,000
Midwest Generation LLC+ 400 406,000
NRG Energy, Inc.+ 850 862,750
Reliant Resources, Inc. 500 541,250
-------------
TOTAL 3,692,969
-------------
ELECTRIC-INTEGRATED
Duke Energy Corp. Series B (d) 750 770,135
Mission Energy Holding Co. 200 224,750
PG&E Corp. 500 474,668
TECO Energy, Inc. 550 558,250
<Caption>
TARGET FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX-LORD ABBETT BOND DEBENTURE SERIES
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- ----------------------------------------------------------------------------------------------
Hercules, Inc.+ $ 150 $ 144,750
Huntsman Int'l. Holdings LLC 100 49,500
IMC Global, Inc. Series B 50 57,875
KRATON Polymers LLC+ 75 76,125
Lyondell Chemical Co. - -
Nalco Co.+ - -
Nova Chemicals Corp(a) 75 74,250
Rhodia SA+(a) 75 63,750
Terra Capital, Inc. 35 38,500
United Industries Corp. Series D 35 36,575
------------
TOTAL 665,887
------------
CONSUMER-PRODUCTS
Elizabeth Arden, Inc. 175 178,938
Int'l. Flavors & Frag., Inc. - -
Rayovac Corp. 125 131,875
------------
TOTAL 310,813
------------
DIVERSIFIED CAPITAL GOODS
Blount, Inc. 45 48,431
JB Poindexter & Co.+ 70 71,400
Sensus Metering Systems, Inc.+ 105 101,325
Trinity Industries, Inc.+ 40 36,800
------------
TOTAL 257,956
------------
ELECTRIC-GENERATION
AES Corp. 15 14,494
AES Corp.+ 75 80,719
Calpine Corp.+ 125 103,125
Dynegy Holdings+ 100 108,000
Midwest Generation LLC+ 75 76,125
NRG Energy, Inc.+ 125 126,875
Reliant Resources, Inc. 100 108,250
------------
TOTAL 617,588
------------
ELECTRIC-INTEGRATED
Duke Energy Corp. Series B (d) 150 153,874
Mission Energy Holding Co. 100 112,375
PG&E Corp. - -
TECO Energy, Inc. 125 126,875
<Caption>
PRO FORMA COMBINED
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
Hercules, Inc.+ $ 750 $ 723,750
Huntsman Int'l. Holdings LLC 140 69,300
IMC Global, Inc. Series B 300 347,250
KRATON Polymers LLC+ 575 583,625
Lyondell Chemical Co. 150 157,500
Nalco Co.+ 400 421,000
Nova Chemicals Corp(a) 250 247,500
Rhodia SA+(a) 690 586,500
Terra Capital, Inc. 335 368,500
United Industries Corp. Series D 235 245,575
-------------
TOTAL 4,260,687
-------------
CONSUMER-PRODUCTS
Elizabeth Arden, Inc. 520 531,700
Int'l. Flavors & Frag., Inc. 100 105,700
Rayovac Corp. 865 912,575
-------------
TOTAL 1,549,975
-------------
DIVERSIFIED CAPITAL GOODS
Blount, Inc. 271 291,663
JB Poindexter & Co.+ 300 306,000
Sensus Metering Systems, Inc.+ 405 390,825
Trinity Industries, Inc.+ 290 266,800
-------------
TOTAL 1,255,288
-------------
ELECTRIC-GENERATION
AES Corp. 90 86,963
AES Corp.+ 575 618,844
Calpine Corp.+ 875 727,500
Dynegy Holdings+ 700 756,000
Midwest Generation LLC+ 475 482,125
NRG Energy, Inc.+ 975 989,625
Reliant Resources, Inc. 600 649,500
-------------
TOTAL 4,310,557
-------------
ELECTRIC-INTEGRATED
Duke Energy Corp. Series B (d) 900 924,009
Mission Energy Holding Co. 300 337,125
PG&E Corp. 500 474,668
TECO Energy, Inc. 675 685,125
</Table>
11
<Page>
SCHEDULE OF INVESTMENTS (UNAUDITED)
JUNE 30, 2004
<Table>
<Caption>
% OF
INTEREST MATURITY NET
INVESTMENTS RATE DATE ASSETS
- -------------------------------------------------------------------------------------------------------
Virginia Electric & Power Co. 4.50% 12/15/2010
TOTAL
ELECTRIC UTILITIES 0.04%
Pacific Gas & Electric Co. 4.800% 3/1/2014
ELECTRONICS 1.21%
Amkor Technology, Inc.+ 7.125% 3/15/2011
Communications & Power Ind. 8.00% 2/1/2012
Corning Inc. 7.00% 3/15/2007
Corning, Inc. 5.90% 3/15/2014
Sanmina Corp. 10.375% 1/15/2010
TOTAL
ENERGY - EXPLORATION & PRODUCTION 2.63%
Chesapeake Energy Corp.+ 7.50% 6/15/2014
Chesapeake Energy Corp. 7.50% 9/15/2013
Chesapeake Energy Corp. 7.75% 1/15/2015
El Paso Production 7.75% 6/1/2013
EXCO Resources, Inc. 7.25% 1/15/2011
Forest Oil Corp. 7.75% 5/1/2014
Houston Exploration Co. 7.00% 6/15/2013
KCS Energy, Inc.+ 7.125% 4/1/2012
Magnum Hunter Resources Corp. 9.60% 3/15/2012
Range Resources Corp.+ 7.375% 7/15/2013
Range Resources Corp. 7.375% 7/15/2013
TOTAL
ENVIRONMENTAL 0.63%
Allied Waste North America, Inc.+ 6.125% 2/15/2014
Allied Waste North America, Inc. 7.875% 4/15/2013
TOTAL
FOOD & DRUG RETAILERS 1.47%
Ingles Markets, Inc. 8.875% 12/1/2011
Rite Aid Corp. 8.125% 5/1/2010
Stater Brothers Holdings, Inc.+ 8.125% 6/15/2012
TOTAL
FOOD - WHOLESALE 2.88%
B&G Foods, Inc. Series D 9.625% 8/1/2007
Corn Products Int'l., Inc. 8.45% 8/15/2009
<Caption>
ACQUIRING FUND
LORD ABBETT SERIES FUND, INC.
BOND-DEBENTURE PORTFOLIO
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
Virginia Electric & Power Co. $ 800 $ 782,785
-------------
TOTAL 2,810,588
-------------
ELECTRIC UTILITIES
Pacific Gas & Electric Co. - -
-------------
ELECTRONICS
Amkor Technology, Inc.+ 215 202,637
Communications & Power Ind. 500 502,500
Corning Inc. 275 276,375
Corning, Inc. 70 65,800
Sanmina Corp. 200 230,000
-------------
TOTAL 1,277,312
-------------
ENERGY - EXPLORATION & PRODUCTION
Chesapeake Energy Corp.+ 500 517,500
Chesapeake Energy Corp. - -
Chesapeake Energy Corp. - -
El Paso Production 695 641,138
EXCO Resources, Inc. 750 765,000
Forest Oil Corp. 25 25,625
Houston Exploration Co. 350 353,500
KCS Energy, Inc.+ 160 160,000
Magnum Hunter Resources Corp. 200 221,000
Range Resources Corp.+ 50 50,000
Range Resources Corp. 250 250,000
-------------
TOTAL 2,983,763
-------------
ENVIRONMENTAL
Allied Waste North America, Inc.+ 115 105,800
Allied Waste North America, Inc. 600 630,000
-------------
TOTAL 735,800
-------------
FOOD & DRUG RETAILERS
Ingles Markets, Inc. 450 464,625
Rite Aid Corp. 750 793,125
Stater Brothers Holdings, Inc.+ 500 504,375
-------------
TOTAL 1,762,125
-------------
FOOD - WHOLESALE
B&G Foods, Inc. Series D 500 511,250
Corn Products Int'l., Inc. 50 55,625
<Caption>
TARGET FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX-LORD ABBETT BOND DEBENTURE SERIES
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- ----------------------------------------------------------------------------------------------
Virginia Electric & Power Co. $ 150 $ 146,570
------------
TOTAL 539,694
------------
ELECTRIC UTILITIES
Pacific Gas & Electric Co. 50 47,377
------------
ELECTRONICS
Amkor Technology, Inc.+ 70 65,975
Communications & Power Ind. 175 175,875
Corning Inc. 35 35,175
Corning, Inc. 50 47,000
Sanmina Corp. - -
------------
TOTAL 324,025
------------
ENERGY - EXPLORATION & PRODUCTION
Chesapeake Energy Corp.+ - -
Chesapeake Energy Corp. 50 52,250
Chesapeake Energy Corp. 50 52,375
El Paso Production - -
EXCO Resources, Inc. 150 153,000
Forest Oil Corp. - -
Houston Exploration Co. 75 75,750
KCS Energy, Inc.+ 75 75,000
Magnum Hunter Resources Corp. 25 27,625
Range Resources Corp.+ 10 10,000
Range Resources Corp. 50 50,000
------------
TOTAL 496,000
------------
ENVIRONMENTAL
Allied Waste North America, Inc.+ 20 18,400
Allied Waste North America, Inc. 75 78,750
------------
TOTAL 97,150
------------
FOOD & DRUG RETAILERS
Ingles Markets, Inc. - -
Rite Aid Corp. 75 79,312
Stater Brothers Holdings, Inc.+ 100 100,875
------------
TOTAL 180,187
------------
FOOD - WHOLESALE
B&G Foods, Inc. Series D 125 127,812
Corn Products Int'l., Inc. 25 27,687
<Caption>
PRO FORMA COMBINED
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
Virginia Electric & Power Co. $ 950 $ 929,355
-------------
TOTAL 3,350,282
-------------
ELECTRIC UTILITIES
Pacific Gas & Electric Co. 50 47,377
-------------
ELECTRONICS
Amkor Technology, Inc.+ 285 268,612
Communications & Power Ind. 675 678,375
Corning Inc. 310 311,550
Corning, Inc. 120 112,800
Sanmina Corp. 200 230,000
-------------
TOTAL 1,601,337
-------------
ENERGY - EXPLORATION & PRODUCTION
Chesapeake Energy Corp.+ 500 517,500
Chesapeake Energy Corp. 50 52,250
Chesapeake Energy Corp. 50 52,375
El Paso Production 695 641,138
EXCO Resources, Inc. 900 918,000
Forest Oil Corp. 25 25,625
Houston Exploration Co. 425 429,250
KCS Energy, Inc.+ 235 235,000
Magnum Hunter Resources Corp. 225 248,625
Range Resources Corp.+ 60 60,000
Range Resources Corp. 300 300,000
-------------
TOTAL 3,479,763
-------------
ENVIRONMENTAL
Allied Waste North America, Inc.+ 135 124,200
Allied Waste North America, Inc. 675 708,750
-------------
TOTAL 832,950
-------------
FOOD & DRUG RETAILERS
Ingles Markets, Inc. 450 464,625
Rite Aid Corp. 825 872,437
Stater Brothers Holdings, Inc.+ 600 605,250
-------------
TOTAL 1,942,312
-------------
FOOD - WHOLESALE
B&G Foods, Inc. Series D 625 639,062
Corn Products Int'l., Inc. 75 83,312
</Table>
12
<Page>
SCHEDULE OF INVESTMENTS (UNAUDITED)
JUNE 30, 2004
<Table>
<Caption>
% OF
INTEREST MATURITY NET
INVESTMENTS RATE DATE ASSETS
- -------------------------------------------------------------------------------------------------------
Del Monte Corp. 8.625% 12/15/2012
Dole Food Co. Inc. 8.875% 3/15/2011
Land O'Lakes, Inc.+ 9.00% 12/15/2010
Michael Foods, Inc. 8.00% 11/15/2013
Pinnacle Foods Holding Corp.+ 8.25% 12/1/2013
TOTAL
FORESTRY/PAPER 2.33%
Abitibi-Consolidated, Inc.(a) 8.55% 8/1/2010
Bowater, Inc. 6.50% 6/15/2013
Buckeye Technologies, Inc. 8.00% 10/15/2010
Georgia-Pacific Corp. 8.25% 3/1/2023
Jefferson Smurfit Corp. 7.50% 6/1/2013
Jefferson Smurfit Corp. 8.25% 10/1/2012
JSG Funding plc(a) 9.625% 10/1/2012
Longview Fibre Co. 10.00% 1/15/2009
Norske Skog Canada Ltd.(a) 7.375% 3/1/2014
Stone Container Corp. 8.375% 7/1/2012
Tembec Industries, Inc.(a) 7.75% 3/15/2012
TOTAL
GAMING 4.07%
Boyd Gaming Corp. 8.75% 4/15/2012
Hard Rock Hotel 8.875% 6/1/2013
Isle of Capri Casinos, Inc.+ 7.00% 3/1/2014
Isle of Capri Casinos, Inc. 9.00% 3/15/2012
Mandalay Resorts Group 9.375% 2/15/2010
Mohegan Tribal Gaming 6.375% 7/15/2009
Park Place Entertainment Corp. 7.50% 9/1/2009
Penn National Gaming, Inc.+ 6.875% 12/1/2011
Premier Entertainment Biloxi + 10.75% 2/1/2012
River Rock Entertainment 9.75% 11/1/2011
Seneca Gaming Corp.+ 7.25% 5/1/2012
Station Casinos, Inc. 6.50% 2/1/2014
Turning Stone Casino Resort Enterprise+ 9.125% 12/15/2010
Venetian Casino Resort LLC 11.00% 6/15/2010
TOTAL
<Caption>
ACQUIRING FUND
LORD ABBETT SERIES FUND, INC.
BOND-DEBENTURE PORTFOLIO
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
Del Monte Corp. $ 300 $ 324,750
Dole Food Co. Inc. 750 796,875
Land O'Lakes, Inc.+ 360 376,650
Michael Foods, Inc. 700 726,250
Pinnacle Foods Holding Corp.+ 435 421,950
-------------
TOTAL 3,213,350
-------------
FORESTRY/PAPER
Abitibi-Consolidated, Inc.(a) 200 211,886
Bowater, Inc. 250 236,442
Buckeye Technologies, Inc. 575 530,438
Georgia-Pacific Corp. 500 516,250
Jefferson Smurfit Corp. - -
Jefferson Smurfit Corp. 250 261,250
JSG Funding plc(a) 200 220,000
Longview Fibre Co. 150 162,750
Norske Skog Canada Ltd.(a) 100 97,250
Stone Container Corp. 50 52,500
Tembec Industries, Inc.(a) 350 339,500
-------------
TOTAL 2,628,266
-------------
GAMING
Boyd Gaming Corp. 350 374,500
Hard Rock Hotel 500 507,500
Isle of Capri Casinos, Inc.+ 450 419,625
Isle of Capri Casinos, Inc. 400 433,000
Mandalay Resorts Group 200 219,000
Mohegan Tribal Gaming 475 478,563
Park Place Entertainment Corp. 120 126,900
Penn National Gaming, Inc.+ 300 295,875
Premier Entertainment Biloxi + 25 26,375
River Rock Entertainment 675 739,125
Seneca Gaming Corp.+ 200 200,750
Station Casinos, Inc. 350 338,625
Turning Stone Casino Resort Enterprise+ 235 246,750
Venetian Casino Resort LLC 150 174,000
-------------
TOTAL 4,580,588
-------------
<Caption>
TARGET FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX-LORD ABBETT BOND DEBENTURE SERIES
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- ----------------------------------------------------------------------------------------------
Del Monte Corp. $ 35 $ 37,888
Dole Food Co. Inc. 200 212,500
Land O'Lakes, Inc.+ 40 41,850
Michael Foods, Inc. - -
Pinnacle Foods Holding Corp.+ 150 145,500
------------
TOTAL 593,237
------------
FORESTRY/PAPER
Abitibi-Consolidated, Inc.(a) - -
Bowater, Inc. - -
Buckeye Technologies, Inc. 75 69,187
Georgia-Pacific Corp. 75 77,438
Jefferson Smurfit Corp. 70 69,650
Jefferson Smurfit Corp. 25 26,125
JSG Funding plc(a) 25 27,500
Longview Fibre Co. 25 27,125
Norske Skog Canada Ltd.(a) 100 97,250
Stone Container Corp. - -
Tembec Industries, Inc.(a) 50 48,500
------------
TOTAL 442,775
------------
GAMING
Boyd Gaming Corp. 100 107,000
Hard Rock Hotel 125 126,875
Isle of Capri Casinos, Inc.+ 100 93,250
Isle of Capri Casinos, Inc. 50 54,125
Mandalay Resorts Group - -
Mohegan Tribal Gaming 75 75,563
Park Place Entertainment Corp. - -
Penn National Gaming, Inc.+ 45 44,381
Premier Entertainment Biloxi + - -
River Rock Entertainment 100 109,500
Seneca Gaming Corp.+ 25 25,094
Station Casinos, Inc. 100 96,750
Turning Stone Casino Resort Enterprise+ 30 31,500
Venetian Casino Resort LLC 25 29,000
------------
TOTAL 793,038
------------
<Caption>
PRO FORMA COMBINED
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
Del Monte Corp. $ 335 $ 362,638
Dole Food Co. Inc. 950 1,009,375
Land O'Lakes, Inc.+ 400 418,500
Michael Foods, Inc. 700 726,250
Pinnacle Foods Holding Corp.+ 585 567,450
-------------
TOTAL 3,806,587
-------------
FORESTRY/PAPER
Abitibi-Consolidated, Inc.(a) 200 211,886
Bowater, Inc. 250 236,442
Buckeye Technologies, Inc. 650 599,625
Georgia-Pacific Corp. 575 593,688
Jefferson Smurfit Corp. 70 69,650
Jefferson Smurfit Corp. 275 287,375
JSG Funding plc(a) 225 247,500
Longview Fibre Co. 175 189,875
Norske Skog Canada Ltd.(a) 200 194,500
Stone Container Corp. 50 52,500
Tembec Industries, Inc.(a) 400 388,000
-------------
TOTAL 3,071,041
-------------
GAMING
Boyd Gaming Corp. 450 481,500
Hard Rock Hotel 625 634,375
Isle of Capri Casinos, Inc.+ 550 512,875
Isle of Capri Casinos, Inc. 450 487,125
Mandalay Resorts Group 200 219,000
Mohegan Tribal Gaming 550 554,126
Park Place Entertainment Corp. 120 126,900
Penn National Gaming, Inc.+ 345 340,256
Premier Entertainment Biloxi + 25 26,375
River Rock Entertainment 775 848,625
Seneca Gaming Corp.+ 225 225,844
Station Casinos, Inc. 450 435,375
Turning Stone Casino Resort Enterprise+ 265 278,250
Venetian Casino Resort LLC 175 203,000
-------------
TOTAL 5,373,626
-------------
</Table>
13
<Page>
SCHEDULE OF INVESTMENTS (UNAUDITED)
JUNE 30, 2004
<Table>
<Caption>
% OF
INTEREST MATURITY NET
INVESTMENTS RATE DATE ASSETS
- -------------------------------------------------------------------------------------------------------
GAS DISTRIBUTION 2.19%
Ferrellgas Partners, L.P.+ 6.75% 5/1/2014
Ferrellgas Partners, L.P. 8.75% 6/15/2012
Northwest Pipeline Corp. 8.125% 3/1/2010
Sonat, Inc. 7.625% 7/15/2011
Suburban Propane Partners, L.P. 6.875% 12/15/2013
Williams Co., Inc. (The) 7.875% 9/1/2021
Williams Co., Inc. (The) 8.625% 6/1/2010
TOTAL
HEALTH SERVICES 3.29%
Ameripath, Inc. 10.50% 4/1/2013
Beverly Enterprises Inc.+ 7.875% 6/15/2014
Fisher Scientific Int'l., Inc. 8.00% 9/1/2013
Hanger Orthopedic Group, Inc. 10.375% 2/15/2009
Medex, Inc. 8.875% 5/15/2013
National Nephrology Assoc.+ 9.00% 11/1/2011
PacifiCare Health System, Inc. 10.75% 6/1/2009
PerkinElmer, Inc. 8.875% 1/15/2013
Senior Housing Trust 7.875% 4/15/2015
Tenet Healthcare Corp. 7.375% 2/1/2013
Triad Hospitals, Inc. 7.00% 11/15/2013
UnitedHealth Group, Inc. 4.875% 4/1/2013
TOTAL
HOTELS 0.85%
Hilton Hotels Corp. 8.25% 2/15/2011
HMH Properties, Inc. 7.875% 8/1/2008
Host Marriott Corp. Series B 7.875% 8/1/2008
Host Marriott L.P. Series G 9.25% 10/1/2007
TOTAL
HOUSEHOLD & LEISURE PRODUCTS 0.36%
Fedders North America, Inc.+ 9.875% 3/1/2014
Remington Arms Co. 10.50% 2/1/2011
TOTAL
<Caption>
ACQUIRING FUND
LORD ABBETT SERIES FUND, INC.
BOND-DEBENTURE PORTFOLIO
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
GAS DISTRIBUTION
Ferrellgas Partners, L.P.+ $ 300 $ 291,000
Ferrellgas Partners, L.P. 125 134,062
Northwest Pipeline Corp. 150 162,375
Sonat, Inc. 250 224,375
Suburban Propane Partners, L.P. 705 685,177
Williams Co., Inc. (The) 900 870,750
Williams Co., Inc. (The) 190 209,950
-------------
TOTAL 2,577,689
-------------
HEALTH SERVICES
Ameripath, Inc. 550 558,250
Beverly Enterprises Inc.+ 350 346,063
Fisher Scientific Int'l., Inc. 255 274,125
Hanger Orthopedic Group, Inc. 50 51,375
Medex, Inc. 680 720,800
National Nephrology Assoc.+ 185 212,750
PacifiCare Health System, Inc. 156 178,620
PerkinElmer, Inc. 280 307,300
Senior Housing Trust 200 205,494
Tenet Healthcare Corp. 500 455,000
Triad Hospitals, Inc. 150 143,250
UnitedHealth Group, Inc. 400 391,071
-------------
TOTAL 3,844,098
-------------
HOTELS
Hilton Hotels Corp. 350 391,125
HMH Properties, Inc. 267 275,010
Host Marriott Corp. Series B - -
Host Marriott L.P. Series G 300 332,250
-------------
TOTAL 998,385
-------------
HOUSEHOLD & LEISURE PRODUCTS
Fedders North America, Inc.+ 275 253,000
Remington Arms Co. 135 131,625
-------------
TOTAL 384,625
-------------
<Caption>
TARGET FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX-LORD ABBETT BOND DEBENTURE SERIES
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- ----------------------------------------------------------------------------------------------
GAS DISTRIBUTION
Ferrellgas Partners, L.P.+ $ 25 $ 24,250
Ferrellgas Partners, L.P. 75 80,437
Northwest Pipeline Corp. 15 16,238
Sonat, Inc. 25 22,438
Suburban Propane Partners, L.P. 75 72,891
Williams Co., Inc. (The) 75 72,563
Williams Co., Inc. (The) 25 27,625
------------
TOTAL 316,442
------------
HEALTH SERVICES
Ameripath, Inc. 75 76,125
Beverly Enterprises Inc.+ 50 49,437
Fisher Scientific Int'l., Inc. 10 10,750
Hanger Orthopedic Group, Inc. 25 25,688
Medex, Inc. 70 74,200
National Nephrology Assoc.+ 25 28,750
PacifiCare Health System, Inc. 16 18,320
PerkinElmer, Inc. 50 54,875
Senior Housing Trust - -
Tenet Healthcare Corp. 50 45,500
Triad Hospitals, Inc. 25 23,875
UnitedHealth Group, Inc. 100 97,596
------------
TOTAL 505,116
------------
HOTELS
Hilton Hotels Corp. 25 27,812
HMH Properties, Inc. - -
Host Marriott Corp. Series B 40 41,200
Host Marriott L.P. Series G 50 55,375
------------
TOTAL 124,387
------------
HOUSEHOLD & LEISURE PRODUCTS
Fedders North America, Inc.+ 100 92,000
Remington Arms Co. - -
------------
TOTAL 92,000
------------
<Caption>
PRO FORMA COMBINED
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
GAS DISTRIBUTION
Ferrellgas Partners, L.P.+ $ 325 $ 315,250
Ferrellgas Partners, L.P. 200 214,499
Northwest Pipeline Corp. 165 178,613
Sonat, Inc. 275 246,813
Suburban Propane Partners, L.P. 780 758,068
Williams Co., Inc. (The) 975 943,313
Williams Co., Inc. (The) 215 237,575
-------------
TOTAL 2,894,131
-------------
HEALTH SERVICES
Ameripath, Inc. 625 634,375
Beverly Enterprises Inc.+ 400 395,500
Fisher Scientific Int'l., Inc. 265 284,875
Hanger Orthopedic Group, Inc. 75 77,063
Medex, Inc. 750 795,000
National Nephrology Assoc.+ 210 241,500
PacifiCare Health System, Inc. 172 196,940
PerkinElmer, Inc. 330 362,175
Senior Housing Trust 200 205,494
Tenet Healthcare Corp. 550 500,500
Triad Hospitals, Inc. 175 167,125
UnitedHealth Group, Inc. 500 488,667
-------------
TOTAL 4,349,214
-------------
HOTELS
Hilton Hotels Corp. 375 418,937
HMH Properties, Inc. 267 275,010
Host Marriott Corp. Series B 40 41,200
Host Marriott L.P. Series G 350 387,625
-------------
TOTAL 1,122,772
-------------
HOUSEHOLD & LEISURE PRODUCTS
Fedders North America, Inc.+ 375 345,000
Remington Arms Co. 135 131,625
-------------
TOTAL 476,625
-------------
</Table>
14
<Page>
SCHEDULE OF INVESTMENTS (UNAUDITED)
JUNE 30, 2004
<Table>
<Caption>
% OF
INTEREST MATURITY NET
INVESTMENTS RATE DATE ASSETS
- -------------------------------------------------------------------------------------------------------
LEISURE 0.95%
Gaylord Entertainment Co. 8.00% 11/15/2013
K2 Inc.+(b) 7.375% 7/1/2014
Six Flags, Inc. 9.50% 2/1/2009
TOTAL
MACHINERY 1.06%
AGCO Corp. 9.50% 5/1/2008
Case New Holland, Inc.+ 9.25% 8/1/2011
Manitowoc Co., Inc. (The) 7.125% 11/1/2013
Manitowoc Co., Inc. (The) 8.625% 12/15/2010
Westinghouse Air Brake Co. 6.875% 7/31/2013
TOTAL
MEDIA - BROADCAST 2.21%
Allbritton Communications Co. 7.75% 12/15/2012
Clear Channel Communications, Inc. 4.625% 1/15/2008
Paxson Communications Corp. 10.75% 7/15/2008
Sinclair Broadcast Group, Inc. 8.00% 3/15/2012
Sinclair Broadcast Group, Inc. 8.75% 12/15/2011
TV Azteca, S.A. de C.V.(a) 10.50% 2/15/2007
TOTAL
MEDIA - CABLE 3.70%
Charter Communications Holdings 10.00% 4/1/2009
Charter Communications Holdings II LLC 10.25% 9/15/2010
Comcast Corp. 5.85% 1/15/2010
CSC Holdings, Inc.+ 6.75% 4/15/2012
CSC Holdings, Inc. Series B 8.125% 8/15/2009
Direct TV Holdings LLC 8.375% 3/15/2013
Echostar DBS Corp. 6.375% 10/1/2011
Echostar DBS Corp. 9.125% 1/15/2009
Insight Communications Co., Inc.** 0.00%/12.25% 2/15/2006 & 2011
Mediacom LLC/ Mediacom Capital Corp. 8.50% 4/15/2008
Mediacom LLC/ Mediacom Capital Corp. 9.50% 1/15/2013
TOTAL
<Caption>
ACQUIRING FUND
LORD ABBETT SERIES FUND, INC.
BOND-DEBENTURE PORTFOLIO
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
LEISURE
Gaylord Entertainment Co. $ 885 $ 901,594
K2 Inc.+(b) 25 25,562
Six Flags, Inc. 150 154,875
-------------
TOTAL 1,082,031
-------------
MACHINERY
AGCO Corp. 125 136,875
Case New Holland, Inc.+ 500 527,500
Manitowoc Co., Inc. (The) 350 351,750
Manitowoc Co., Inc. (The) - -
Westinghouse Air Brake Co. 75 74,625
-------------
TOTAL 1,090,750
-------------
MEDIA - BROADCAST
Allbritton Communications Co. 750 742,500
Clear Channel Communications, Inc. 825 834,374
Paxson Communications Corp. 600 612,000
Sinclair Broadcast Group, Inc. - -
Sinclair Broadcast Group, Inc. 200 215,000
TV Azteca, S.A. de C.V.(a) 100 102,500
-------------
TOTAL 2,506,374
-------------
MEDIA - CABLE
Charter Communications Holdings 500 420,000
Charter Communications Holdings II LLC - -
Comcast Corp. 250 261,174
CSC Holdings, Inc.+ 125 120,625
CSC Holdings, Inc. Series B 600 627,000
Direct TV Holdings LLC 350 388,938
Echostar DBS Corp. 210 207,900
Echostar DBS Corp. 149 164,086
Insight Communications Co., Inc.** 1,000 905,000
Mediacom LLC/ Mediacom Capital Corp. 675 681,750
Mediacom LLC/ Mediacom Capital Corp. 450 436,500
-------------
TOTAL 4,212,973
-------------
<Caption>
TARGET FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX-LORD ABBETT BOND DEBENTURE SERIES
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- ----------------------------------------------------------------------------------------------
LEISURE
Gaylord Entertainment Co. $ 125 $ 127,344
K2 Inc.+(b) 15 15,337
Six Flags, Inc. 25 25,812
------------
TOTAL 168,493
------------
MACHINERY
AGCO Corp. 25 27,375
Case New Holland, Inc.+ 75 79,125
Manitowoc Co., Inc. (The) 100 100,500
Manitowoc Co., Inc. (The) 100 104,000
Westinghouse Air Brake Co. - -
------------
TOTAL 311,000
------------
MEDIA - BROADCAST
Allbritton Communications Co. 125 123,750
Clear Channel Communications, Inc. 50 50,527
Paxson Communications Corp. 100 102,000
Sinclair Broadcast Group, Inc. 75 77,063
Sinclair Broadcast Group, Inc. 50 53,750
TV Azteca, S.A. de C.V.(a) - -
------------
TOTAL 407,090
------------
MEDIA - CABLE
Charter Communications Holdings - -
Charter Communications Holdings II LLC 75 75,942
Comcast Corp. 25 26,087
CSC Holdings, Inc.+ - -
CSC Holdings, Inc. Series B 100 104,500
Direct TV Holdings LLC 75 83,344
Echostar DBS Corp. 15 14,850
Echostar DBS Corp. 33 36,341
Insight Communications Co., Inc.** 150 135,750
Mediacom LLC/ Mediacom Capital Corp. 150 151,500
Mediacom LLC/ Mediacom Capital Corp. 50 48,500
------------
TOTAL 676,814
------------
<Caption>
PRO FORMA COMBINED
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
LEISURE
Gaylord Entertainment Co. $ 1,010 $ 1,028,938
K2 Inc.+(b) 40 40,899
Six Flags, Inc. 175 180,687
-------------
TOTAL 1,250,524
-------------
MACHINERY
AGCO Corp. 150 164,250
Case New Holland, Inc.+ 575 606,625
Manitowoc Co., Inc. (The) 450 452,250
Manitowoc Co., Inc. (The) 100 104,000
Westinghouse Air Brake Co. 75 74,625
-------------
TOTAL 1,401,750
-------------
MEDIA - BROADCAST
Allbritton Communications Co. 875 866,250
Clear Channel Communications, Inc. 875 884,901
Paxson Communications Corp. 700 714,000
Sinclair Broadcast Group, Inc. 75 77,063
Sinclair Broadcast Group, Inc. 250 268,750
TV Azteca, S.A. de C.V.(a) 100 102,500
-------------
TOTAL 2,913,464
-------------
MEDIA - CABLE
Charter Communications Holdings 500 420,000
Charter Communications Holdings II LLC 75 75,942
Comcast Corp. 275 287,261
CSC Holdings, Inc.+ 125 120,625
CSC Holdings, Inc. Series B 700 731,500
Direct TV Holdings LLC 425 472,282
Echostar DBS Corp. 225 222,750
Echostar DBS Corp. 182 200,427
Insight Communications Co., Inc.** 1,150 1,040,750
Mediacom LLC/ Mediacom Capital Corp. 825 833,250
Mediacom LLC/ Mediacom Capital Corp. 500 485,000
-------------
TOTAL 4,889,787
-------------
</Table>
15
<Page>
SCHEDULE OF INVESTMENTS (UNAUDITED)
JUNE 30, 2004
<Table>
<Caption>
% OF
INTEREST MATURITY NET
INVESTMENTS RATE DATE ASSETS
- -------------------------------------------------------------------------------------------------------
MEDIA - DIVERSIFIED 0.44%
Block Communications, Inc. 9.25% 4/15/2009
Emmis Operating Co.+ 6.875% 5/15/2012
TOTAL
MEDIA - SERVICES 0.42%
Warner Music Group+ 7.375% 4/15/2014
METAL & GLASS CONTAINERS 0.02%
Plastipak Holdings, Inc. 10.75% 9/1/2011
METALS/MINING EXCLUDING STEEL 0.26%
Century Aluminum Co. 11.75% 4/15/2008
Peabody Energy Corp. 6.875% 3/15/2013
TOTAL
NON-ELECTRIC UTILITIES 1.13%
SEMCO Energy, Inc. 7.125% 5/15/2008
NON-FOOD & DRUG RETAILERS 1.49%
Cole National Group 8.875% 5/15/2012
Couche-Tard U.S. L.P./
Couche-Tard Finance Corp.(a) 7.50% 12/15/2013
J Crew Intermediate LLC** 0.00%/16.00% 11/15/2005 & 5/15/2008
J.C. Penney Co., Inc. 6.875% 10/15/2015
J.C. Penney Co., Inc. 7.95% 4/1/2017
J.C. Penney Co., Inc. 8.00% 3/1/2010
Saks, Inc. 9.875% 10/1/2011
TOTAL
OIL FIELD EQUIPMENT & SERVICES 0.82%
Hanover Compressor Co. 8.625% 12/15/2010
Hanover Compressor Co. 9.00% 6/1/2014
Key Energy Services, Inc. 6.375% 5/1/2013
<Caption>
ACQUIRING FUND
LORD ABBETT SERIES FUND, INC.
BOND-DEBENTURE PORTFOLIO
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
MEDIA - DIVERSIFIED
Block Communications, Inc. $ 150 $ 158,250
Emmis Operating Co.+ 300 295,500
-------------
TOTAL 453,750
-------------
MEDIA - SERVICES
Warner Music Group+ 500 485,000
-------------
METAL & GLASS CONTAINERS
Plastipak Holdings, Inc. - -
-------------
METALS/MINING EXCLUDING STEEL
Century Aluminum Co. 100 112,000
Peabody Energy Corp. 200 203,500
-------------
TOTAL 315,500
-------------
NON-ELECTRIC UTILITIES
SEMCO Energy, Inc. 1,325 1,364,750
-------------
NON-FOOD & DRUG RETAILERS
Cole National Group 250 268,125
Couche-Tard U.S. L.P./
Couche-Tard Finance Corp.(a) 350 351,750
J Crew Intermediate LLC** 50 43,500
J.C. Penney Co., Inc. 100 103,125
J.C. Penney Co., Inc. 200 223,250
J.C. Penney Co., Inc. 250 280,625
Saks, Inc. 400 467,000
-------------
TOTAL 1,737,375
-------------
OIL FIELD EQUIPMENT & SERVICES
Hanover Compressor Co. 275 286,000
Hanover Compressor Co. 150 156,375
Key Energy Services, Inc. 500 475,000
<Caption>
TARGET FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX-LORD ABBETT BOND DEBENTURE SERIES
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- ----------------------------------------------------------------------------------------------
MEDIA - DIVERSIFIED
Block Communications, Inc. $ 25 $ 26,375
Emmis Operating Co.+ 100 98,500
-------------
TOTAL 124,875
-------------
MEDIA - SERVICES
Warner Music Group+ 70 67,900
-------------
METAL & GLASS CONTAINERS
Plastipak Holdings, Inc. 25 27,000
-------------
METALS/MINING EXCLUDING STEEL
Century Aluminum Co. 25 28,000
Peabody Energy Corp. - -
-------------
TOTAL 28,000
-------------
NON-ELECTRIC UTILITIES
SEMCO Energy, Inc. 125 128,750
-------------
NON-FOOD & DRUG RETAILERS
Cole National Group 45 48,263
Couche-Tard U.S. L.P./
Couche-Tard Finance Corp.(a) 65 65,325
J Crew Intermediate LLC** 15 13,050
J.C. Penney Co., Inc. 40 41,250
J.C. Penney Co., Inc. - -
J.C. Penney Co., Inc. - -
Saks, Inc. 50 58,375
-------------
TOTAL 226,263
-------------
OIL FIELD EQUIPMENT & SERVICES
Hanover Compressor Co. - -
Hanover Compressor Co. 25 26,063
Key Energy Services, Inc. 80 76,000
<Caption>
PRO FORMA COMBINED
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
MEDIA - DIVERSIFIED
Block Communications, Inc. $ 175 $ 184,625
Emmis Operating Co.+ 400 394,000
-------------
TOTAL 578,625
-------------
MEDIA - SERVICES
Warner Music Group+ 570 552,900
-------------
METAL & GLASS CONTAINERS
Plastipak Holdings, Inc. 25 27,000
-------------
METALS/MINING EXCLUDING STEEL
Century Aluminum Co. 125 140,000
Peabody Energy Corp. 200 203,500
-------------
TOTAL 343,500
-------------
NON-ELECTRIC UTILITIES
SEMCO Energy, Inc. 1,450 1,493,500
-------------
NON-FOOD & DRUG RETAILERS
Cole National Group 295 316,388
Couche-Tard U.S. L.P./
Couche-Tard Finance Corp.(a) 415 417,075
J Crew Intermediate LLC** 65 56,550
J.C. Penney Co., Inc. 140 144,375
J.C. Penney Co., Inc. 200 223,250
J.C. Penney Co., Inc. 250 280,625
Saks, Inc. 450 525,375
-------------
TOTAL 1,963,638
-------------
OIL FIELD EQUIPMENT & SERVICES
Hanover Compressor Co. 275 286,000
Hanover Compressor Co. 175 182,438
Key Energy Services, Inc. 580 551,000
</Table>
16
<Page>
SCHEDULE OF INVESTMENTS (UNAUDITED)
JUNE 30, 2004
<Table>
<Caption>
% OF
INTEREST MATURITY NET
INVESTMENTS RATE DATE ASSETS
- -------------------------------------------------------------------------------------------------------
Pride Int'l., Inc.+(b) 7.375% 7/15/2014
TOTAL
PACKAGED FOODS & MEATS 0.08%
Dean Foods Co. 6.625% 5/15/2009
PACKAGING 3.49%
AEP Industries, Inc. 9.875% 11/15/2007
Anchor Glass Container Corp. 11.00% 2/15/2013
BWAY Corp. 10.00% 10/15/2010
Constar Int'l., Inc. 11.00% 12/1/2012
Crown Cork & Seal, Inc. 7.375% 12/15/2026
Graham Packaging Co., Inc. Series B 10.75% 1/15/2009
Owens-Brockway Glass Container, Inc. 7.75% 5/15/2011
Owens-Brockway Glass Container, Inc. 8.875% 2/15/2009
Solo Cup Co.+ 8.50% 2/15/2014
Tekni-Plex, Inc.+ 8.75% 11/15/2013
TOTAL
PHARMACEUTICALS 1.09%
Alpharma, Inc.+ 8.625% 5/1/2011
Biovail Corp.(a) 7.875% 4/1/2010
TOTAL
PRINTING & PUBLISHING 2.57%
American Color Graphics 10.00% 6/15/2010
American Media, Inc. 10.25% 5/1/2009
Dex Media West LLC/
Dex Media Finance Corp. 9.875% 8/15/2013
Dex Media, Inc.**+ 0.00%/9.00% 11/15/2008 & 2013
Dex Media, Inc.+ 8.00% 11/15/2013
Houghton Mifflin Co. 8.25% 2/1/2011
PRIMEDIA, Inc. 8.875% 5/15/2011
TOTAL
RAILROADS 0.07%
Union Pacific Corp. 3.625% 6/1/2010
<Caption>
ACQUIRING FUND
LORD ABBETT SERIES FUND, INC.
BOND-DEBENTURE PORTFOLIO
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
Pride Int'l., Inc.+(b) $ 50 $ 50,750
-------------
TOTAL 968,125
-------------
PACKAGED FOODS & MEATS
Dean Foods Co. - -
-------------
PACKAGING
AEP Industries, Inc. 250 257,500
Anchor Glass Container Corp. 400 459,500
BWAY Corp. 550 580,250
Constar Int'l., Inc. 115 108,100
Crown Cork & Seal, Inc. 1,000 835,000
Graham Packaging Co., Inc. Series B 200 206,750
Owens-Brockway Glass Container, Inc. 400 418,000
Owens-Brockway Glass Container, Inc. 500 542,500
Solo Cup Co.+ 300 280,500
Tekni-Plex, Inc.+ 300 288,000
-------------
TOTAL 3,976,100
-------------
PHARMACEUTICALS
Alpharma, Inc.+ 750 780,000
Biovail Corp.(a) 450 446,625
-------------
TOTAL 1,226,625
-------------
PRINTING & PUBLISHING
American Color Graphics 225 201,938
American Media, Inc. 150 156,375
Dex Media West LLC/
Dex Media Finance Corp. 500 551,250
Dex Media, Inc.**+ 1,000 650,000
Dex Media, Inc.+ 400 386,000
Houghton Mifflin Co. 750 753,750
PRIMEDIA, Inc. 395 393,025
-------------
TOTAL 3,092,338
-------------
RAILROADS
Union Pacific Corp. - -
-------------
<Caption>
TARGET FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX-LORD ABBETT BOND DEBENTURE SERIES
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -----------------------------------------------------------------------------------------------
Pride Int'l., Inc.+(b) $ 10 $ 10,150
-------------
TOTAL 112,213
-------------
PACKAGED FOODS & MEATS
Dean Foods Co. 100 103,500
-------------
PACKAGING
AEP Industries, Inc. - -
Anchor Glass Container Corp. 50 57,438
BWAY Corp. 50 52,750
Constar Int'l., Inc. 60 56,400
Crown Cork & Seal, Inc. 150 125,250
Graham Packaging Co., Inc. Series B 55 56,856
Owens-Brockway Glass Container, Inc. 125 130,625
Owens-Brockway Glass Container, Inc. 60 65,100
Solo Cup Co.+ 100 93,500
Tekni-Plex, Inc.+ - -
-------------
TOTAL 637,919
-------------
PHARMACEUTICALS
Alpharma, Inc.+ 90 93,600
Biovail Corp.(a) 125 124,062
-------------
TOTAL 217,662
-------------
PRINTING & PUBLISHING
American Color Graphics - -
American Media, Inc. - -
Dex Media West LLC/
Dex Media Finance Corp. 50 55,125
Dex Media, Inc.**+ - -
Dex Media, Inc.+ 125 120,625
Houghton Mifflin Co. 75 75,375
PRIMEDIA, Inc. 45 44,775
-------------
TOTAL 295,900
-------------
RAILROADS
Union Pacific Corp. 100 94,041
-------------
<Caption>
PRO FORMA COMBINED
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- -------------------------------------------------------------------------------------------------
Pride Int'l., Inc.+(b) $ 60 $ 60,900
-------------
TOTAL 1,080,338
-------------
PACKAGED FOODS & MEATS
Dean Foods Co. 100 103,500
-------------
PACKAGING
AEP Industries, Inc. 250 257,500
Anchor Glass Container Corp. 450 516,938
BWAY Corp. 600 633,000
Constar Int'l., Inc. 175 164,500
Crown Cork & Seal, Inc. 1,150 960,250
Graham Packaging Co., Inc. Series B 255 263,606
Owens-Brockway Glass Container, Inc. 525 548,625
Owens-Brockway Glass Container, Inc. 560 607,600
Solo Cup Co.+ 400 374,000
Tekni-Plex, Inc.+ 300 288,000
-------------
TOTAL 4,614,019
-------------
PHARMACEUTICALS
Alpharma, Inc.+ 840 873,600
Biovail Corp.(a) 575 570,687
-------------
TOTAL 1,444,287
-------------
PRINTING & PUBLISHING
American Color Graphics 225 201,938
American Media, Inc. 150 156,375
Dex Media West LLC/
Dex Media Finance Corp. 550 606,375
Dex Media, Inc.**+ 1,000 650,000
Dex Media, Inc.+ 525 506,625
Houghton Mifflin Co. 825 829,125
PRIMEDIA, Inc. 440 437,800
-------------
TOTAL 3,388,238
-------------
RAILROADS
Union Pacific Corp. 100 94,041
-------------
</Table>
17
<Page>
SCHEDULE OF INVESTMENTS (UNAUDITED)
JUNE 30, 2004
<Table>
<Caption>
% OF
INTEREST MATURITY NET
INVESTMENTS RATE DATE ASSETS
- -------------------------------------------------------------------------------------------------------
RESTAURANTS 0.87%
Domino's, Inc. 8.25% 7/1/2011
Friendly Ice Cream Corp.+ 8.375% 6/15/2012
O'Charleys, Inc. 9.00% 11/1/2013
TOTAL
STEEL PRODUCERS/PRODUCTS 0.21%
International Steel Group Inc.+ 6.50% 4/15/2014
SUPPORT-SERVICES 1.50%
Iron Mountain, Inc. 7.75% 1/15/2015
Iron Mountain, Inc. 8.625% 4/1/2013
JohnsonDiversey, Inc. 9.625% 5/15/2012
TOTAL
TELECOM - FIXED LINE 0.27%
Level 3 Financing, Inc.+ 10.75% 10/15/2011
TELECOM - INTEGRATED/SERVICES 2.33%
Cincinnati Bell, Inc. 8.375% 1/15/2014
Eircom Funding(a) 8.25% 8/15/2013
MCI, Inc. 5.908% 5/1/2007
MCI, Inc. 6.688% 5/1/2009
MCI, Inc. 7.735% 5/1/2014
Qwest Capital Funding, Inc. 7.90% 8/15/2010
Qwest Communications Int'l.+ 4.75%# 2/15/2009
Qwest Communications Int'l.+ 7.25% 2/15/2011
Qwest Services Corp.+ 14.00% 12/15/2010
TOTAL
TELECOM - WIRELESS 2.74%
Airgate PCS, Inc.+ 9.375% 9/1/2009
Airgate PCS, Inc. 9.375% 9/1/2009
Centennial Communications Corp. 10.125% 6/15/2013
Dobson Communications Corp. 8.875% 10/1/2013
Nextel Communications, Inc. 7.375% 8/1/2015
Nextel Partners, Inc. 8.125% 7/1/2011
Rural Cellular Corp. 9.875% 2/1/2010
Western Wireless Corp. 9.25% 7/15/2013
TOTAL
THEATERS & ENTERTAINMENT 0.82%
AMC Entertainment, Inc.+ 8.00% 3/1/2014
Carmike Cinemas, Inc. + 7.50% 2/15/2014
<Caption>
ACQUIRING FUND
LORD ABBETT SERIES FUND, INC.
BOND-DEBENTURE PORTFOLIO
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- ----------------------------------------------------------------------------------------------------
RESTAURANTS
Domino's, Inc. $ 75 $ 79,875
Friendly Ice Cream Corp.+ 400 390,000
O'Charleys, Inc. 500 520,000
-------------
TOTAL 989,875
-------------
STEEL PRODUCERS/PRODUCTS
International Steel Group Inc.+ 250 235,625
-------------
SUPPORT-SERVICES
Iron Mountain, Inc. 1,000 997,500
Iron Mountain, Inc. 500 532,500
JohnsonDiversey, Inc. 200 219,000
-------------
TOTAL 1,749,000
-------------
TELECOM - FIXED LINE
Level 3 Financing, Inc.+ 400 355,000
-------------
TELECOM - INTEGRATED/SERVICES
Cincinnati Bell, Inc. 500 447,500
Eircom Funding(a) 50 52,250
MCI, Inc. 277 269,511
MCI, Inc. 277 257,040
MCI, Inc. 238 213,194
Qwest Capital Funding, Inc. 1,125 1,001,250
Qwest Communications Int'l.+ - -
Qwest Communications Int'l.+ - -
Qwest Services Corp.+ 350 408,625
-------------
TOTAL 2,649,370
-------------
TELECOM - WIRELESS
Airgate PCS, Inc.+ 300 296,250
Airgate PCS, Inc. - -
Centennial Communications Corp. 750 778,125
Dobson Communications Corp. 500 382,500
Nextel Communications, Inc. 400 406,000
Nextel Partners, Inc. 500 512,500
Rural Cellular Corp. 460 458,850
Western Wireless Corp. 200 207,000
-------------
TOTAL 3,041,225
-------------
THEATERS & ENTERTAINMENT
AMC Entertainment, Inc.+ 500 480,000
Carmike Cinemas, Inc. + 160 153,600
<Caption>
TARGET FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX-LORD ABBETT BOND DEBENTURE SERIES
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- ----------------------------------------------------------------------------------------------------
RESTAURANTS
Domino's, Inc. $ 40 $ 42,600
Friendly Ice Cream Corp.+ 90 87,750
O'Charleys, Inc. 25 26,000
-------------
TOTAL 156,350
-------------
STEEL PRODUCERS/PRODUCTS
International Steel Group Inc.+ 50 47,125
-------------
SUPPORT-SERVICES
Iron Mountain, Inc. 200 199,500
Iron Mountain, Inc. - -
JohnsonDiversey, Inc. 25 27,375
-------------
TOTAL 226,875
-------------
TELECOM - FIXED LINE
Level 3 Financing, Inc.+ - -
-------------
TELECOM - INTEGRATED/SERVICES
Cincinnati Bell, Inc. 75 67,125
Eircom Funding(a) 50 52,250
MCI, Inc. 28 26,951
MCI, Inc. 28 25,704
MCI, Inc. 24 21,320
Qwest Capital Funding, Inc. 165 146,850
Qwest Communications Int'l.+ 15 14,100
Qwest Communications Int'l.+ 15 14,062
Qwest Services Corp.+ 55 64,213
-------------
TOTAL 432,575
-------------
TELECOM - WIRELESS
Airgate PCS, Inc.+ 25 24,687
Airgate PCS, Inc. 75 74,063
Centennial Communications Corp. 125 129,688
Dobson Communications Corp. 100 76,500
Nextel Communications, Inc. 40 40,600
Nextel Partners, Inc. 150 153,750
Rural Cellular Corp. 50 49,875
Western Wireless Corp. 25 25,875
-------------
TOTAL 575,038
-------------
THEATERS & ENTERTAINMENT
AMC Entertainment, Inc.+ 125 120,000
Carmike Cinemas, Inc. + 60 57,600
<Caption>
PRO FORMA COMBINED
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- ----------------------------------------------------------------------------------------------------
RESTAURANTS
Domino's, Inc. $ 115 122,475
Friendly Ice Cream Corp.+ 490 477,750
O'Charleys, Inc. 525 546,000
-------------
TOTAL 1,146,225
-------------
STEEL PRODUCERS/PRODUCTS
International Steel Group Inc.+ 300 282,750
-------------
SUPPORT-SERVICES
Iron Mountain, Inc. 1,200 1,197,000
Iron Mountain, Inc. 500 532,500
JohnsonDiversey, Inc. 225 246,375
-------------
TOTAL 1,975,875
-------------
TELECOM - FIXED LINE
Level 3 Financing, Inc.+ 400 355,000
-------------
TELECOM - INTEGRATED/SERVICES
Cincinnati Bell, Inc. 575 514,625
Eircom Funding(a) 100 104,500
MCI, Inc. 305 296,462
MCI, Inc. 305 282,744
MCI, Inc. 262 234,514
Qwest Capital Funding, Inc. 1,290 1,148,100
Qwest Communications Int'l.+ 15 14,100
Qwest Communications Int'l.+ 15 14,062
Qwest Services Corp.+ 405 472,838
-------------
TOTAL 3,081,945
-------------
TELECOM - WIRELESS
Airgate PCS, Inc.+ 325 320,937
Airgate PCS, Inc. 75 74,063
Centennial Communications Corp. 875 907,813
Dobson Communications Corp. 600 459,000
Nextel Communications, Inc. 440 446,600
Nextel Partners, Inc. 650 666,250
Rural Cellular Corp. 510 508,725
Western Wireless Corp. 225 232,875
-------------
TOTAL 3,616,263
-------------
THEATERS & ENTERTAINMENT
AMC Entertainment, Inc.+ 625 600,000
Carmike Cinemas, Inc. + 220 211,200
</Table>
18
<Page>
SCHEDULE OF INVESTMENTS (UNAUDITED)
JUNE 30, 2004
<Table>
<Caption>
% OF
INTEREST MATURITY NET
INVESTMENTS RATE DATE ASSETS
- -------------------------------------------------------------------------------------------------------
Cinemark USA, Inc. 9.00% 2/1/2013
TOTAL
TRANSPORTATION EXCLUDING AIR/RAIL 0.91%
CHC Helicopter Corp.+(a) 7.375% 5/1/2014
Great Lakes Dredge & Dock Co. 7.75% 12/15/2013
Horizon Lines, LLC+(b) 9.00% 11/1/2012
Offshore Logistics, Inc. 6.125% 6/15/2013
Stena AB(a) 7.50% 11/1/2013
TOTAL
WIRELESS TELECOMMUNICATION SERVICES 0.07%
Rogers Wireless Communications, Inc.(a) 9.625% 5/1/2011
TeleCorp PCS, Inc. 10.625% 7/15/2010
TOTAL
TOTAL HIGH YIELD CORPORATE NOTES & BONDS
TOTAL LONG-TERM INVESTMENTS
SHORT-TERM INVESTMENTS 3.37%
AGENCY 2.05%
Federal Home Loan Bank 1.20% 7/1/2004
REPURCHASE AGREEMENT 1.32%
Repurchase Agreement
dated 6/30/2004,
1.35% due 7/1/2004 with
State Street Bank & Trust Co.
collateralized by $1,790,000 of
Federal Home Loan Mortgage Corp.
at 2.375% due 4/15/2006; value:
$1,780,117; proceeds: $1,740,540
TOTAL SHORT-TERM INVESTMENTS
TOTAL INVESTMENTS IN SECURITIES 99.12%
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES 0.88%
NET ASSETS 100.00%
<Caption>
ACQUIRING FUND
LORD ABBETT SERIES FUND, INC.
BOND-DEBENTURE PORTFOLIO
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- ----------------------------------------------------------------------------------------------------
Cinemark USA, Inc. $ 200 $ 219,250
-------------
TOTAL 852,850
-------------
TRANSPORTATION EXCLUDING AIR/RAIL
CHC Helicopter Corp.+(a) 80 79,000
Great Lakes Dredge & Dock Co. 300 255,000
Horizon Lines, LLC+(b) 60 60,000
Offshore Logistics, Inc. 500 477,500
Stena AB(a) 140 139,125
-------------
TOTAL 1,010,625
-------------
WIRELESS TELECOMMUNICATION SERVICES
Rogers Wireless Communications, Inc.(a) - -
TeleCorp PCS, Inc. - -
-------------
TOTAL -
------------- -------------
TOTAL HIGH YIELD CORPORATE NOTES & BONDS $ 78,971,407 79,491,933
------------- -------------
TOTAL LONG-TERM INVESTMENTS 106,858,116 108,735,315
------------- -------------
SHORT-TERM INVESTMENTS
AGENCY
Federal Home Loan Bank 1,641 1,641,000 1,641,000
------------- -------------
REPURCHASE AGREEMENT
Repurchase Agreement
dated 6/30/2004,
1.35% due 7/1/2004 with
State Street Bank & Trust Co.
collateralized by $1,790,000 of
Federal Home Loan Mortgage Corp.
at 2.375% due 4/15/2006; value:
$1,780,117; proceeds: $1,740,540 1,740 1,740,475 1,740,475
------------- -------------
TOTAL SHORT-TERM INVESTMENTS 3,381,475 3,381,475
------------- -------------
TOTAL INVESTMENTS IN SECURITIES $ 110,239,591 $ 112,116,790
------------- -------------
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES 1,001,425
-------------
NET ASSETS $ 113,118,215
=============
<Caption>
TARGET FUND
THE PHOENIX EDGE SERIES FUND
PHOENIX-LORD ABBETT BOND DEBENTURE SERIES
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- ----------------------------------------------------------------------------------------------------
Cinemark USA, Inc. $ 50 $ 54,813
-------------
TOTAL 232,413
-------------
TRANSPORTATION EXCLUDING AIR/RAIL
CHC Helicopter Corp.+(a) 20 19,750
Great Lakes Dredge & Dock Co. 100 85,000
Horizon Lines, LLC+(b) 15 15,000
Offshore Logistics, Inc. 75 71,625
Stena AB(a) - -
-------------
TOTAL 191,375
-------------
WIRELESS TELECOMMUNICATION SERVICES
Rogers Wireless Communications, Inc.(a) 25 28,188
TeleCorp PCS, Inc. 58 65,477
-------------
TOTAL 93,665
-------------
TOTAL HIGH YIELD CORPORATE NOTES & BONDS $ 13,078,647 13,125,046
------------- -------------
TOTAL LONG-TERM INVESTMENTS 17,470,070 17,722,987
------------- -------------
SHORT-TERM INVESTMENTS
AGENCY
Federal Home Loan Bank 1,071 1,071,000 1,071,000
------------- -------------
REPURCHASE AGREEMENT
Repurchase Agreement
dated 6/30/2004,
1.35% due 7/1/2004 with
State Street Bank & Trust Co.
collateralized by $1,790,000 of
Federal Home Loan Mortgage Corp.
at 2.375% due 4/15/2006; value:
$1,780,117; proceeds: $1,740,540 - -
------------- -------------
TOTAL SHORT-TERM INVESTMENTS 1,071,000 1,071,000
------------- -------------
TOTAL INVESTMENTS IN SECURITIES $ 18,541,070 $ 18,793,987
------------- -------------
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES 163,843
-------------
NET ASSETS $ 18,957,830
=============
<Caption>
PRO FORMA COMBINED
PRINCIPAL
AMOUNT
INVESTMENTS (000) COST VALUE
- ----------------------------------------------------------------------------------------------------
Cinemark USA, Inc. $ 250 $ 274,063
-------------
TOTAL 1,085,263
-------------
TRANSPORTATION EXCLUDING AIR/RAIL
CHC Helicopter Corp.+(a) 100 98,750
Great Lakes Dredge & Dock Co. 400 340,000
Horizon Lines, LLC+(b) 75 75,000
Offshore Logistics, Inc. 575 549,125
Stena AB(a) 140 139,125
-------------
TOTAL 1,202,000
-------------
WIRELESS TELECOMMUNICATION SERVICES
Rogers Wireless Communications, Inc.(a) 25 28,188
TeleCorp PCS, Inc. 58 65,477
-------------
TOTAL 93,665
-------------
TOTAL HIGH YIELD CORPORATE NOTES & BONDS $ 92,050,054 92,616,979
------------- -------------
TOTAL LONG-TERM INVESTMENTS 124,328,186 126,458,302
------------- -------------
SHORT-TERM INVESTMENTS
AGENCY
Federal Home Loan Bank 2,712 2,712,000 2,712,000
------------- -------------
REPURCHASE AGREEMENT
Repurchase Agreement
dated 6/30/2004,
1.35% due 7/1/2004 with
State Street Bank & Trust Co.
collateralized by $1,790,000 of
Federal Home Loan Mortgage Corp.
at 2.375% due 4/15/2006; value:
$1,780,117; proceeds: $1,740,540 1,740 1,740,475 1,740,475
------------- -------------
TOTAL SHORT-TERM INVESTMENTS 4,452,475 4,452,475
------------- -------------
TOTAL INVESTMENTS IN SECURITIES $ 128,780,661 $ 130,910,777
------------- -------------
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES 1,167,608
-------------
NET ASSETS $ 132,078,385
=============
</Table>
** Deferred-Interest debentures pay no interest for a stipulated number of
years, after which they pay a predetermined interest rate.
+ 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.
# Variable rate security. The interest rate represents the rate at June 30,
2004.
(a) Foreign security traded in U.S. dollars.
(b) Security purchased on a when-issued basis.
(c) Amount represents less than 1,000 shares.
(d) All or a portion segregated as collateral for a delayed delivery
transaction.
19
<Page>
The accompanying financial statements represent the Pro Forma Combined Financial
Statements of Lord Abbett Series Fund, Inc. - Bond-Debenture Portfolio and
Phoenix-Lord Abbett Bond-Debenture Series. Theses unaudited Pro Forma Combined
Financial Statements have been prepared in conformity with accounting principles
generally accepted in the United States of America, which require management to
make certain estimates and assumptions at the date of the financial statements.
PRO FORMA COMBINED STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
June 30, 2004
<Table>
<Caption>
ACQUIRING FUND TARGET FUND
LORD ABBETT SERIES FUND, INC. - PHOENIX-LORD ABBETT
BOND-DEBENTURE PORTFOLIO BOND-DEBENTURE SERIES
- ------------------------------------------------------------------------------------------------------------
ASSETS:
Investment in securities, at cost $ 110,239,591 $ 18,541,070
- ------------------------------------------------------------------------------------------------------------
Investment in securities, at value $ 112,116,790 $ 18,793,987
Cash 210,214 74,923
Receivables:
Interest and dividends 1,729,921 294,187
Investment securities sold 101,987 132,580
Capital shares sold 57,616 47,710
From advisor 65,257 -
Prepaid expenses and other assets 258 8
- ------------------------------------------------------------------------------------------------------------
TOTAL ASSETS 114,282,043 19,343,395
- ------------------------------------------------------------------------------------------------------------
LIABILITIES:
Payables:
Investment securities purchased 913,088 305,145
Capital shares reacquired 73,507 24,934
Management/Investment advisory fees 45,366 286
Financial agent fees - 3,804
Fund administration 3,661 1,215
Directors'/Trustees' fees 6,679 1,039
Reports to shareholders 24,590 22,597
Professional fees 8,227 21,168
Accrued expenses and other liabilities 88,710 5,377
- ------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 1,163,828 385,565
============================================================================================================
NET ASSETS $ 113,118,215 $ 18,957,830
============================================================================================================
COMPOSITION OF NET ASSETS:
Paid-in capital $ 107,604,295 $ 18,518,216
Undistributed net investment income 2,628,821 29,898
Accumulated net realized gain on investments 1,007,900 156,799
Net unrealized appreciation on investments 1,877,199 252,917
- ------------------------------------------------------------------------------------------------------------
NET ASSETS $ 113,118,215 $ 18,957,830
============================================================================================================
OUTSTANDING SHARES:
50 million shares of common stock
authorized, $.001 par value: 9,496,132
Unlimited number of authorized shares of
beneficial interest, $1 par value: 1,669,206
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
(NET ASSETS DIVIDED BY OUTSTANDING SHARES): $ 11.91 $ 11.36
============================================================================================================
<Caption>
PRO FORMA PRO FORMA
ADJUSTMENTS COMBINED
- ------------------------------------------------------------------------------------------------------
ASSETS:
Investment in securities, at cost $ 128,780,661
- ------------------------------------------------------------------------------------------------------
Investment in securities, at value $ 130,910,777
Cash 285,137
Receivables:
Interest and dividends 2,024,108
Investment securities sold 234,567
Capital shares sold 105,326
From advisor 65,257
Prepaid expenses and other assets 266
- ------------------------------------------------------------------------------------------------------
TOTAL ASSETS 133,625,438
- ------------------------------------------------------------------------------------------------------
LIABILITIES:
Payables:
Investment securities purchased 1,218,233
Capital shares reacquired 98,441
Management/Investment advisory fees 45,652
Financial agent fees 3,804
Fund administration 4,876
Directors'/Trustees' fees 7,718
Reports to shareholders 47,187
Professional fees 29,395
Accrued expenses and other liabilities 94,087
- ------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 1,549,393
======================================================================================================
NET ASSETS $ 132,076,045
======================================================================================================
COMPOSITION OF NET ASSETS:
Paid-in capital 126,122,511
Undistributed net investment income 2,658,719
Accumulated net realized gain on investments 1,164,699
Net unrealized appreciation on investments 2,130,116
- ------------------------------------------------------------------------------------------------------
NET ASSETS $ 132,076,045
======================================================================================================
OUTSTANDING SHARES:
50 million shares of common stock
authorized, $.001 par value: 1,591,491(a) 11,087,623
Unlimited number of authorized shares of
beneficial interest, $1 par value:
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
(NET ASSETS DIVIDED BY OUTSTANDING SHARES): $ 11.91
======================================================================================================
</Table>
(a) Adjustment reflects additional shares issued in connection with the
proposed reorganization.
SEE NOTES TO FINANCIAL STATEMENTS.
<Page>
PRO FORMA COMBINED STATEMENT OF OPERATIONS (UNAUDITED)
For the twelve month period ended June 30, 2004
<Table>
<Caption>
ACQUIRING FUND TARGET FUND
LORD ABBETT SERIES FUND, INC. - PHOENIX-LORD ABBETT PRO FORMA PRO FORMA
BOND-DEBENTURE PORTFOLIO BOND-DEBENTURE SERIES ADJUSTMENTS COMBINED
- ---------------------------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME:
Dividends $ 186,180 $ 37,041 $ 223,221
Interest 5,662,944 845,710 6,508,654
Foreign withholding tax (297) (21) (318)
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENT INCOME 5,848,827 882,730 6,731,557
- ---------------------------------------------------------------------------------------------------------------------------------
EXPENSES:
Management/Investment advisory fees 459,126 104,506 (34,798)(a) 528,834
Financial agent fees - 43,238 (43,238)(b) -
Shareholder servicing 320,722 10,985 37,733 (b) 369,440
Professional 20,153 36,018 (25,141)(b) 31,030
Reports to shareholders 29,507 32,774 (28,305)(b) 33,976
Fund administration 36,730 - 5,597 (b) 42,327
Custody 18,993 24,823 (24,364)(b) 19,452
Directors'\Trustees' fees 8,288 6,526 (6,526)(c) 8,288
Other 47,361 12,824 (12,824)(b) 47,361
- ---------------------------------------------------------------------------------------------------------------------------------
Gross expenses 940,880 271,694 (131,866) 1,080,708
Expense reductions (929) (30) - (959)
Expenses assumed by Advisor (111,620) (146,256) 129,526 (b) (128,350)
- ---------------------------------------------------------------------------------------------------------------------------------
NET EXPENSES 828,331 125,408 (2,340) 951,399
- ---------------------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME 5,020,496 757,322 2,340 5,780,158
- ---------------------------------------------------------------------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS):
Net realized gain on investments 1,585,951 232,252 1,818,203
Net change in unrealized appreciation on
investments (1,149,230) (186,608) (1,335,838)
=================================================================================================================================
NET REALIZED AND UNREALIZED GAIN 436,721 45,644 482,365
=================================================================================================================================
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 5,457,217 $ 802,966 $ 2,340 $ 6,262,523
=================================================================================================================================
</Table>
(a) Based upon the management agreement in effect for the Acquiring Fund.
(b) Decrease due to the elimination of duplicative expenses achieved by merging
the Funds.
(c) Based upon Directors' Remuneration plan for the Acquiring Fund.
SEE NOTES TO FINANCIAL STATEMENTS.
<Page>
Notes to Pro Forma Combined Financial Statements (unaudited)
1. ORGANIZATION
Lord Abbett Series Fund, Inc. (the "Company") is registered under the Investment
Company Act of 1940 (the "Act") as an open-end management investment company,
incorporated under Maryland law in 1989. The Company consists of seven separate
portfolios. These Pro Forma Combined Financial Statements cover Bond-Debenture
Portfolio (the "Acquiring Fund"). The Acquiring Fund is diversified as defined
under the Act.
The investment objective of the Acquiring Fund is to seek high current income
and the opportunity for capital appreciation to produce a high total return. The
Acquiring Fund offers Variable Contract class shares ("Class VC Shares") which
are currently issued and redeemed only in connection with investments in, and
payments under, variable annuity contracts issued by life insurance and
insurance-related companies.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
certain estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of increases and decreases in
net assets from operations during the reporting period. Actual results could
differ from those estimates.
2. BASIS OF COMBINATION
The accompanying Pro Forma Combined Financial Statements are presented to
show the effect of the proposed acquisition of Phoenix-Lord Abbett
Bond-Debenture Series ("Target Fund"), a series of The Phoenix Edge Series
Fund, by Acquiring Fund as if such acquisition had taken place as of June 30,
2004. The Statement of Assets and Liabilities of Target Fund and Acquiring
Fund have been combined as June 30, 2004. The related Statement of Operations
have been combined as of and for the twelve months ended June 30, 2004.
Under the terms of the Plan of Reorganization, the combination of Target Fund
and Acquiring Fund will be accounted for as a tax-free merger of investment
companies. The acquisition will be accomplished by an acquisition of the net
assets of Target Fund in exchange for shares of Acquiring Fund at net asset
value ("NAV"). Following the acquisition, the Acquiring Fund will be the
accounting survivor. In accordance with accounting principles generally
accepted in the United States of America, the historical cost of investment
securities will be carried forward to the surviving fund and the results of
operations for pre-combination periods of the surviving fund will not be
restated.
The accompanying Pro Forma Combined Financial Statements should be read in
conjunction with the financial statements of Acquiring Fund and Target Fund
included in their respective semi-annual reports dated June 30, 2004.
3. SIGNIFICANT ACCOUNTING POLICIES
(a) INVESTMENT VALUATION-Securities traded on any recognized U.S. or non-U.S.
exchange or on NASDAQ, Inc. are valued at the last sales price or official
closing price on the exchange or system on which they are principally
traded. Unlisted equity securities are valued at last quoted sale price or,
if no sale price is available, at the mean between the most recently quoted
bid and asked prices. Fixed income securities are valued at the mean between
the bid and asked prices on the basis of prices supplied by independent
pricing services, which reflect broker/dealer supplied valuations and
electronic data processing techniques. Exchange-traded options and futures
contracts are valued at the last sales price in the market where they are
principally traded. If no sale has occurred, the mean between the most
recently quoted bid and asked prices is used. Securities for which market
quotations are not readily available are valued at fair value as determined
by management and approved in good faith by the Board of Directors.
Short-term securities with 60 days or less remaining to maturity are valued
using the amortized cost method, which approximates current market value.
(b) SECURITY TRANSACTIONS-Security transactions are recorded as of the date that
the securities are purchased or sold (trade date). Realized gains and losses
on sales of portfolio securities are calculated using the identified-cost
method.
(c) INVESTMENT INCOME-Dividend income is recorded on the ex-dividend date.
Interest income is recorded on the accrual basis. Discounts are accreted and
premiums are amortized using the effective interest method.
(d) FEDERAL TAXES-It is the policy of the Acquiring Fund to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to distribute substantially all taxable
income and capital gains to its shareholders. Therefore, no federal income
tax provision is required.
(e) EXPENSES-Expenses incurred by the Company that do not specifically relate to
an individual portfolio are generally allocated among the portfolios within
the Company on a pro rata basis.
<Page>
(f) SECURITIES LENDING-The Acquiring Fund may lend its securities to member
banks of the Federal Reserve System and to registered broker/dealers
approved by the Company. The loans are collateralized at all times by cash
and/or U.S. Treasury securities in an amount at least equal to 102% of the
market value of the domestic securities loaned (105% in the case of foreign
securities loaned) as determined at the close of business on the preceding
business day. The dividend and interest income earned on the securities
loaned is accounted for in the same manner as other dividend and interest
income. Lending portfolio securities could result in a loss or delay in
recovering the Acquiring Fund's securities if the borrower defaults.
(g) REPURCHASE AGREEMENTS-The Acquiring Fund may enter into repurchase
agreements with respect to securities. A repurchase agreement is a
transaction in which the Acquiring Fund acquires a security and
simultaneously commits to resell that security to the seller (a bank or
securities dealer) at an agreed-upon price on an agreed-upon date. The
Acquiring Fund requires at all times that the repurchase agreement be
collateralized by cash, U.S. Government securities or U.S. Government
sponsored enterprises securities having a value equal to, or in excess of,
the value of the repurchase agreement. If the seller of the agreement
defaults on its obligation to repurchase the underlying securities at a time
when the value of these securities has declined, a Acquiring Fund may incur
a loss upon disposition of the securities.
(h) WHEN-ISSUED OR FORWARD TRANSACTIONS- The Acquiring Fund may purchase
portfolio securities on a when-issued or forward basis. When-issued or
forward transactions involve a commitment by the Acquiring Fund to purchase
securities, with payment and delivery ("settlement") to take place in the
future, in order to secure what is considered to be an advantageous price or
yield at the time of entering into the transaction. The value of fixed
income securities to be delivered in the future will fluctuate as interest
rates vary. During the period between purchase and settlement, the value of
the securities will fluctuate and assets consisting of cash and/or
marketable securities (normally short-term U.S. Government securities)
marked to market daily in an amount sufficient to make payment at settlement
will be segregated at the Acquiring Fund's custodian in order to pay for the
commitment. There is a risk that market yields available at settlement may
be higher than yields obtained on the purchase date which could result in
depreciation of the value of fixed income when-issued securities. At the
time the Acquiring Fund makes a commitment to purchase a security on a
when-issued basis, it will record the transaction and reflect the liability
for the purchase and value of the security in determining its NAV. The
Acquiring Fund, generally, has the ability to close out a purchase
obligation on or before the settlement date rather than take delivery of the
security. Under no circumstances will settlement for such securities take
place more than 120 days after the purchase date.
4. MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
MANAGEMENT FEE
The Company has a management agreement with Lord, Abbett & Co. LLC ("Lord
Abbett") pursuant to which Lord Abbett supplies the Company with investment
management services and executive and other personnel, pays the remuneration of
officers, provides office space and pays for ordinary and necessary office and
clerical expenses relating to research and statistical work and supervision of
the Acquiring Fund's investment portfolio. The management fee is based on the
Acquiring Fund's average daily net assets at an annual rate of .50%.
Lord Abbett provides certain administrative services to the Acquiring Fund
pursuant to an Administrative Services Agreement at an annual rate of .04% of
the Acquiring Fund's average daily net assets.
For the fiscal year ending December 31, 2004, Lord Abbett has contractually
agreed to limit the Acquiring Fund's other expenses (excluding management fee)
to an annual rate of .40% of the Acquiring Fund's average daily net assets.
The Company, on behalf of the Acquiring Fund, has entered into service
agreements which permit it to make payments under certain circumstances to
insurance companies at an annual rate ranging from .15% to .35% of the Acquiring
Fund's average daily NAV of shares attributable to the insurance companies'
variable annuity contract owners. For the twelve months ended June 30, 2004, the
Acquiring Fund incurred expenses of $175,000 for such servicing payments, which
have been included in Shareholder Servicing Expense on the Pro Forma Combined
Statement of Operations.
One Director and certain of the Company's officers have an interest in Lord
Abbett.
5. DISTRIBUTIONS & CAPITAL LOSS CARRYFORWARD
Dividends from net investment income, if any, are declared and paid at least
annually. Taxable net realized gains from investment transactions, reduced by
capital loss carryforwards, if any, are declared and distributed to shareholders
at least annually. The capital loss carryforward amount, if any, is available to
offset future net capital gains. Dividends and distributions to shareholders are
recorded on the ex-dividend date. The amount of dividends and distributions from
net investment income and net realized capital gains are determined in
accordance with federal income tax regulations which may differ from accounting
principles generally accepted in the United States of America. These book/tax
differences are either considered temporary or permanent in nature. To the
extent these differences are permanent in nature, such amounts are reclassified
within the components of net assets based on their federal tax basis treatment;
temporary differences do not require reclassification. Dividends and
distributions which exceed net investment income and net realized capital gains
for tax purposes are reported as distributions of paid-in capital.
<Page>
6. DIRECTORS' REMUNERATION
The Company's officers and the one Director who are associated with Lord Abbett
do not receive any compensation from the Company for serving in such capacities.
Outside Directors' fees are allocated among all Lord Abbett-sponsored funds
based on the net assets of each fund. There is an equity based plan available to
all outside Directors under which outside Directors must defer receipt of a
portion of, and may elect to defer receipt of an additional portion of
Directors' fees. The deferred amounts are treated as though equivalent dollar
amounts have been invested proportionately in the funds. Such amounts and
earnings accrued thereon are included in Directors' fees on the Pro Forma
Combined Statement of Operations and in Directors' Fees Payable on the Statement
of Assets and Liabilities and are not deductible for federal income tax purposes
until such amounts are paid.
7. EXPENSE REDUCTIONS
The Company has entered into arrangements with its transfer agent and custodian
whereby credits realized as a result of uninvested cash balances are used to
reduce a portion of the Acquiring Fund's expenses.
8. CUSTODIAN AND ACCOUNTING AGENT
State Street Bank and Trust Company ("SSB") is the Acquiring Fund's custodian
and accounting agent. SSB performs custodian, accounting and record keeping
functions relating to portfolio transactions and calculating the Acquiring
Fund's NAV.
9. INVESTMENT RISKS
The Acquiring Fund is subject to the general risks and considerations associated
with investing in fixed income securities. The value of an investment will
change as interest rates fluctuate and in response to market movements. When
interest rates rise, the prices of fixed income securities are likely to
decline; when rates fall, such prices tend to rise. Longer-term securities are
usually more sensitive to interest rate changes. There is also the risk that an
issuer of a fixed income security will fail to make timely payments of principal
or interest to the Acquiring Fund, a risk that is greater with high yield bonds
(sometimes called "lower-rated debt securities" or "junk bonds") in which the
Acquiring Fund may invest. Some issuers, particularly of high yield bonds, may
default as to principal and/or interest payments after the Acquiring Fund
purchases its securities. A default, or concerns in the market about an increase
in risk of default, may result in losses to the Acquiring Fund. High yield
securities are subject to greater price fluctuations, as well as additional
risks.
The mortgage-related securities in which the Acquiring Fund may invest may be
particularly sensitive to changes in prevailing interest rates. When interest
rates are declining, the value of these securities with prepayment features may
not increase as much as other fixed income securities. Early principal repayment
may deprive the Acquiring Fund of income payments above current market rates.
The prepayment rate will affect the price and volatility of a mortgage-related
security. Some of these securities may be those of such government sponsored
enterprises as Federal Home Loan Mortgage Corporation and Federal National
Mortgage Association. Such securities are guaranteed with respect to the timely
payment of interest and principal by the particular government sponsored
enterprise involved, not by the U.S. Government.
The Acquiring Fund may invest up to 20% of its net assets in equity securities,
which may subject it to the general risks and considerations associated with
investing in equity securities. The value of an investment will fluctuate in
response to movements in the stock market in general and to the changing
prospects of individual companies in which the Acquiring Fund invests.
The Acquiring Fund may invest up to 20% of its net assets in foreign securities,
which may present increased market, liquidity, currency, political, information
and other risks. These factors can affect the Acquiring Fund's performance.
<Page>
10. SUMMARY OF CAPITAL TRANSACTIONS
The pro forma NAV assumes the issuance of shares of Acquiring Fund as If such
shares had been issued at June 30, 2004, in connection with the proposed
reorganization. The number of shares assumed to be issued is equal to the NAV of
shares of Target Fund as of June 30, 2004, divided by the NAV of the shares of
Acquiring Fund as of June 30, 2004. The pro forma number of shares outstanding
for the combined fund consists of the following as of June 30, 2004:
<Table>
<Caption>
SHARES OF ADDITIONAL SHARES TOTAL OUTSTANDING
ACQUIRING FUND ASSUMED ISSUED SHARES
CLASS OF SHARES PRE-COMBINATION IN REORGANIZATION POST-COMBINATION
-----------------------------------------------------------------------------------------
Class VC 9,496,132 1,591,491 11,087,623
</Table>
<Page>
PART C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION.
The Registrant is incorporated under the laws of the State of Maryland and is
subject to Section 2-418 of the Corporations and Associations Article of the
Annotated Code of the State of Maryland controlling the indemnification of
directors and officers.
The general effect of these statutes is to protect officers, directors and
employees of the Registrant against legal liability and expenses incurred by
reason of their positions with the Registrant. The statutes provide for
indemnification for liability for proceedings not brought on behalf of the
corporation and for those brought on behalf of the corporation, and in each case
place conditions under which indemnification will be permitted, including
requirements that the officer, director or employee acted in good faith. Under
certain conditions, payment of expenses in advance of final disposition may be
permitted. The By-laws of the Registrant, without limiting the authority of the
Registrant to indemnify any of its officers, employees or agents to the extent
consistent with applicable law, make the indemnification of its directors
mandatory subject only to the conditions and limitations imposed by the above-
mentioned Section 2-418 of Maryland law and by the provisions of Section 17(h)
of the Investment Company Act of 1940 as interpreted and required to be
implemented by SEC Release No. IC-11330 of September 4, 1980.
In referring in its By-laws to, and making indemnification of directors subject
to the conditions and limitations of, both Section 2-418 of the Maryland law and
Section 17(h) of the Investment Company Act of 1940, the Registrant intends that
conditions and limitations on the extent of the indemnification of directors
imposed by the provisions of either Section 2-418 or Section 17(h) shall apply
and that any inconsistency between the two will be resolved by applying the
provisions of said Section 17(h) if the condition or limitation imposed by
Section 17(h) is the more stringent. In referring in its By-laws to SEC Release
No. IC-11330 as the source for interpretation and implementation of said Section
17(h), the Registrant understands that it would be required under its By-laws to
use reasonable and fair means in determining whether indemnification of a
director should be made and undertakes to use either (1) a final decision on the
merits by a court or other body before whom the proceeding was brought that the
person to be indemnified ("indemnitee") was not liable to the Registrant or to
its security holders by reason of willful malfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office ("disabling conduct") or (2) in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that the indemnitee
was not liable by reason of such disabling conduct, by (a) the vote of a
majority of a quorum of directors who are neither "interested persons" (as
defined in the 1940 Act) of the Registrant nor parties to the proceeding, or (b)
an independent legal counsel in a written opinion. Also, the Registrant will
make advances of attorneys' fees or other expenses incurred by a director in his
defense only if (in addition to his undertaking to repay the advance if he is
not ultimately entitled to indemnification) (1) the indemnitee provides a
security for his undertaking, (2) the Registrant shall be insured against losses
arising by reason of any lawful advances, or (3) a majority of a quorum of the
non-interested, non-party directors of the Registrant, or an independent legal
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counsel in a written opinion, shall determine, based on a review of readily
available facts, that there is reason to believe that the indemnitee ultimately
will be found entitled to indemnification.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expense incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
In addition, the Registrant maintains a directors' and officers' errors and
omissions liability insurance policy protecting directors and officers against
liability for breach of duty, negligent act, error or omission committed in
their capacity as directors or officers. The policy contains certain exclusions,
among which is exclusion from coverage for active or deliberate dishonest or
fraudulent acts and exclusion for fines or penalties imposed by law or other
matters deemed uninsurable.
ITEM 16. EXHIBITS
(1) ARTICLES OF INCORPORATION. Articles of Restatement incorporated by
reference to Post-Effective Amendment No. 12 to the Registrant's
Registration Statement on Form N-1A filed April 29, 1998. (Growth and
Income Portfolio)
(a) Articles Supplementary dated August 23, 1999. Incorporated by
reference to Post-Effective Amendment No. 22 to the Registrant's
Registration Statement on Form N-1A filed April 11, 2003.
(Bond-Debenture Portfolio; International Portfolio; Mid-Cap Value
Portfolio)
(b) Articles Supplementary dated March 14, 2003. Incorporated by reference
to Post-Effective Amendment No. 22 to the Registrant's Registration
Statement on Form N-1A filed April 11, 2003. (All Value Portfolio;
America's Value Portfolio; Growth Opportunities Portfolio).
(2) BY-LAWS. Amended and Restated By-Laws incorporated by reference to
Post-Effective Amendment No. 19 to the Registrant's Registration Statement
on Form N-1A filed April 26, 2001.
(3) VOTING TRUST AGREEMENT. Not applicable
(4) AGREEMENT AND PLAN OF REORGANIZATION. Included as Exhibit A to the Proxy
Statement/Prospectus
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(5) INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS. Not applicable.
(6) INVESTMENT ADVISORY CONTRACTS.
(a) MANAGEMENT AGREEMENT DATED DECEMBER 1, 1989. Incorporated by reference
to Post-Effective Amendment No. 22 to the Registrant's Registration
Statement on Form N-1A filed April 11, 2003. (Growth and Income
Portfolio)
(b) ADDENDUM TO MANAGEMENT AGREEMENT DATED MARCH 17, 1999. Incorporated by
reference to Post-Effective Amendment No. 22 to the Registrant's
Registration Statement on Form N-1A filed April 11, 2003.
(Bond-Debenture Portfolio; International Portfolio; Mid-Cap Value
Portfolio)
(c) ADDENDUM TO MANAGEMENT AGREEMENT DATED MARCH 14, 2003. Incorporated by
reference to Post-Effective Amendment No. 22 to the Registrant's
Registration Statement on Form N-1A filed April 11, 2003. (All Value
Portfolio; America's Value Portfolio; Growth Opportunities Portfolio)
(d) ADDENDUM TO MANAGEMENT AGREEMENT DATED MARCH 1, 2004. Incorporated by
reference to Post-Effective Amendment No. 23 to the Registrant's
Registration Statement on Form N-1A filed April 27, 2004 (Growth
Opportunities Portfolio).
(7) UNDERWRITING CONTRACTS. DISTRIBUTION AGREEMENT DATED MAY 1, 1994 AND
ADDENDUM TO DISTRIBUTION AGREEMENT DATED OCTOBER 31, 1996. Incorporated by
reference to Post-Effective Amendment No. 23 to the Registrant's
Registration Statement on Form N-1A filed April 27, 2004.
(8) BONUS OR PROFIT SHARING CONTRACTS. Incorporated by reference to
Post-Effective Amendment No. 19 to the Registrant's Registration Statement
on Form N-1A filed April 26, 2001.
(9) CUSTODIAN AGREEMENT. Incorporated by reference to Post-Effective Amendment
No. 20 to the Registrant's Registration Statement on Form N-1A filed on
April 29, 2002.
(a) AMENDMENT TO CUSTODIAN AGREEMENT. Incorporated by reference to
Post-Effective Amendment No. 23 to the Registrant's Registration
Statement on Form N-1A filed April 27, 2004.
(10) RULE 12b-1 PLAN. Not Applicable.
(11) LEGAL OPINION. TO BE FILED WITH AMENDED FORM N-14.
(12) TAX OPINION. TO BE FILED WITH AMENDED FORM N-14.
(13) OTHER MATERIAL CONTRACTS.
(a) ADMINISTRATIVE SERVICES AGREEMENT. Incorporated by reference to
Post-Effective Amendment No. 21 to the Registrant's Registration
Statement on Form N-1A filed on January 29, 2003.
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(b) AMENDED EXHIBIT 1 TO ADMINISTRATIVE SERVICES AGREEMENT. Incorporated
by reference to Post-Effective Amendment No. 22 to the Registrant's
Registration Statement on Form N-1A filed April 11, 2003.
(c) SERVICES AGREEMENT. Incorporated by reference to Post-Effective
Amendment No. 22 to the Registrant's Registration Statement on Form
N-1A filed April 11, 2003
(d) FORM OF PARTICIPATION AGREEMENT. Incorporated by reference to
Post-Effective Amendment No. 22 to the Registrant's Registration
Statement on Form N-1A filed April 11, 2003.
(e) EXPENSE REIMBURSEMENT AGREEMENTS. Incorporated by reference to
Post-Effective Amendment No. 22 to the Registrant's Registration
Statement on Form N-1A filed April 11, 2003.
(14) CONSENT OF PRICEWATERHOUSE COOPERS LLP WITH RESPECT TO THE INCORPORATION
BY REFERENCE OF THE FINANCIAL STATEMENTS AND HIGHLIGHTS IN THE 2003 ANNUAL
REPORT TO SHAREHOLDERS OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE PHOENIX EDGE SERIES FUND.
(15) OMITTED FINANCIAL STATEMENTS. Incorporated by reference to Registrant's
2003 Annual Report on Form N-CSR filed on March 4, 2004 (Accession Number
0001047469-04-006545).
(16) POWER OF ATTORNEY. Incorporated by reference to Post-Effective Amendment
No. 23 to the Registrant's Registration Statement on Form N-1A filed April
27, 2004.
(17) FORM OF PROXIES RELATING TO THE SPECIAL MEETING OF SHAREHOLDERS. FILED
HEREIN.
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, 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 1933 Act, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this registration statement has been signed on behalf of
the registrant, in the City of Jersey City and State of New Jersey on the ___
day of ____________, 2005.
LORD ABBETT SERIES FUND, INC.
BY: /s/ CHRISTINA T. SIMMONS
- ----------------------------
Christina T. Simmons
Vice President and Assistant Secretary
BY: /s/ JOAN A. BINSTOCK
- ------------------------
Joan A. Binstock
Chief Financial Officer and Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<Table>
<Caption>
SIGNATURES TITLE DATE
Chairman, President
Robert S. Dow * and Director _________, 2005
- ----------------------
Robert S. Dow
E. Thayer Bigelow * Director _________, 2005
- ----------------------
E. Thayer Bigelow
William H. T. Bush* Director _________, 2005
- ----------------------
William H. T. Bush
Robert B. Calhoun, Jr.* Director _________, 2005
- ----------------------
Robert B. Calhoun, Jr.
Julie A. Hill* Director _________, 2005
- ----------------------
Julie A. Hill
</Table>
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<Table>
Franklin W. Hobbs* Director _________, 2005
- ----------------------
Franklin W. Hobbs
C. Alan MacDonald* Director _________, 2005
- ----------------------
C. Alan MacDonald
Thomas J. Neff* Director _________, 2005
- ----------------------
Thomas J. Neff
</Table>
* By /s/ CHRISTINA T. SIMMONS
- ------------------------------
Christina T. Simmons
Attorney - in - Fact