April 29, 2005 Lazard Retirement Series, Inc., on behalf of Lazard Retirement Small Cap Portfolio 30 Rockefeller Plaza New York, New York 10112 The Phoenix Edge Series Fund, on behalf of Phoenix-Lazard Small-Cap Value Series One American Row Hartford,...Agreement and Plan of Reorganization • June 22nd, 2005 • Lazard Retirement Series Inc
You have requested our opinion as to certain Federal income tax consequences of the reorganization contemplated by the Agreement and Plan of Reorganization among The Phoenix Edge Series Fund, a Massachusetts business trust (the "Phoenix Trust"), on behalf of Phoenix-Lazard Small-Cap Value Series (the "Phoenix Fund"); Lazard Retirement Series, Inc., a Maryland corporation (the "Acquiring Company"), on behalf of Lazard Retirement Small Cap Portfolio (the "Acquiring Fund"); and Phoenix Variable Advisors, Inc. A copy of the Agreement and Plan of Reorganization is included as an exhibit to the prospectus (the "Prospectus") included in the Registration Statement on Form N-14 of the Acquiring Company (Registration No. 333-122944) (the "Registration Statement"). You have advised us that each of the Acquiring Fund and the Phoenix Fund has qualified as a "regulated investment company" within the meaning of Subchapter M of the United States Internal Revenue Code of 1986, as amended (the "Code"),
