Common use of Representations, Warranties and Agreements of the Subadviser Clause in Contracts

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Trust. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustSeries, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustSeries, and shall will be surrendered to the Trust Series or to the Adviser as agent of the Trust Series promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It has or shall maintain adopt a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust Fund and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund (the "Code of Ethics"). Each Within 15 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18August 17, 1986, as subsequently amended, 2000 establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundEquity Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviserinvestment adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B D (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain has a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustTrust (the "Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18July 28, 1986, as subsequently amended1980, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviserinvestment adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the AdviserEthics. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to of the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's and/or the Adviser's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and as the TrustFund's and/or the Adviser's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to The Subadviser will immediately notify the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing Fund and the Trust, a copy of which has been filed with the Secretary Adviser of the Commonwealth occurrence of Massachusetts and elsewhere any event which would disqualify the Subadviser from serving as required by law, and an investment adviser of an investment company pursuant to any and all amendments thereto so filed with the Secretary Section 9 of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed Act or hereafter filedotherwise. The name "The Phoenix Edge Series Fund" refers to Subadviser will also immediately notify the Trustees under said Declaration Fund and the Adviser if it is served or otherwise receives notice of Trustany action, as Trustees and not personallysuit, and no Trusteeproceeding, shareholderinquiry or investigation, officerat law or in equity, agent before or employee of the Trust shall be held to by any personal liability in connection with court, public board or body, involving the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estateDesignated Series. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule in Rules 204A-1 and 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or the code of Rule 17j-1(b)ethics of the Fund, or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule Rules 204A-1(b) and 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18August 17, 1986, as subsequently amended, 2000 establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundEquity Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall will be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It has or shall maintain adopt a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust Fund and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund (the "Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" “investment adviser” under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "“Code of Ethics"”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b17j- 1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's ’s Code of Ethics to the Trust and the AdviserEthics. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to of the Trust Fund could affect the TrustFund, by the TrustFund, of “federal securities laws, ” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the Trust's Fund’s and/or the Adviser’s compliance personnel of the Subadviser's ’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser's ’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters and as the Trust's Fund’s and/or the Adviser’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to The Subadviser will immediately notify the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing Fund and the Trust, a copy of which has been filed with the Secretary Adviser of the Commonwealth occurrence of Massachusetts and elsewhere any event which would disqualify the Subadviser from serving as required by law, and an investment adviser of an investment company pursuant to any and all amendments thereto so filed with the Secretary Section 9 of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed Act or hereafter filedotherwise. The name "The Phoenix Edge Series Fund" refers to Subadviser will also immediately notify the Trustees under said Declaration Fund and the Adviser if it is served or otherwise receives notice of Trustany action, as Trustees and not personallysuit, and no Trusteeproceeding, shareholderinquiry or investigation, officerat law or in equity, agent before or employee of the Trust shall be held to by any personal liability in connection with court, public board or body, involving the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estateDesignated Series. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-17j- l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundEquity Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviserinvestment adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B D (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain has a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustTrust (the "Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "“Investment Adviser" ” under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "“Code of Ethics"”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's ’s Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of “federal securities laws, ” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the Trust's Fund’s compliance personnel of the Subadviser's ’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's ’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's Fund’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The “Phoenix Edge Series Fund" Equity Trust” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18_________, 1986, as subsequently amended, ______ establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundInsight Funds Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule in Rules 204A-1 and 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or the code of Rule 17j-1(b)ethics of the Fund, or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule Rules 204A-1(b) and 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18August 17, 1986, as subsequently amended, 2000 establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Multi-Series FundTrust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. (a) It is registered as an "Investment Adviserinvestment adviser" under the Investment Advisers Act of 1940, as amended (1940 "Advisers Act"). B. (b) It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B D (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, Fund and shall will be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. (c) It shall maintain has a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l 17j-1 under the Act and shall will provide the Trust and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund (the "Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l Rule 17j-1 during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereofd) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated dated, February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust Fund estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust Fund estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviserinvestment adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B D (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain has a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustTrust (the "Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18June 25, 1986, as subsequently amended, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Strategic Equity Series Fund" Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Trust. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986[date], as subsequently amended, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule in Rules 204A-1 and 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or the code of Rule 17j-1(b)ethics of the Fund pertaining to the section on Unlawful Actions, or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule Rules 204A-1(b) and 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18August 17, 1986, as subsequently amended, 2000 establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundEquity Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule in Rules 204A-1 and 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or the code of Rule 17j-1(b)ethics of the Fund, or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule Rules 204A-1(b) and 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18August 17, 1986, as subsequently amended, 2000 establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Multi-Portfolio Fund" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviserinvestment adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B D (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain has a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustTrust (the "Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18October 15, 1986, as subsequently amended1987, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" Multi-Portfolio Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustSeries, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustSeries, and shall will be surrendered to the Trust Series or to the Adviser as agent of the Trust Series promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It has or shall maintain adopt a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust Fund and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund (the "Code of Ethics"). Each Within 15 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18August 17, 1986, as subsequently amended, 2000 establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule in Rules 204A-1 and 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Trust. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule Rules 204A-1(b) and 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any material compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18August 17, 1986, as subsequently amended, 2000 establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Multi-Portfolio Fund" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviserinvestment adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B D (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain has a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustTrust (the "Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Agreement and Declaration of Trust dated February December 18, 1986, as subsequently amended, 1995 establishing the Trust, a copy to the Trust's Certificate of Trust, also dated December 18, 1995, which has been filed is on file with the Office of the Secretary of State of the Commonwealth State of Massachusetts and elsewhere as required by lawDelaware, and to any and all amendments thereto so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filedthereto. The name "The Phoenix Edge Series Fund" Phoenix-Seneca Funds refers to the Trustees under said Agreement and Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Agreement and Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule in Rules 204A-1 and 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or the code of Rule 17j-1(b)ethics of the Fund pertaining to the section on Unlawful Actions, or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule Rules 204A-1(b) and 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18December 12, 1986, as subsequently amended, 2000 establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Strategic Equity Series Fund" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" “investment adviser” under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "“Code of Ethics"”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's ’s Code of Ethics to the Trust and the AdviserEthics. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to of the Trust Fund could affect the TrustFund, by the TrustFund, of “federal securities laws, ” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the Trust's Fund’s and/or the Adviser’s compliance personnel of the Subadviser's ’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser's ’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters and as the Trust's Fund’s and/or the Adviser’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated SeriesFund. E. Reference is hereby made to The Subadviser will immediately notify the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing Fund and the Trust, a copy of which has been filed with the Secretary Adviser of the Commonwealth occurrence of Massachusetts and elsewhere any event which would disqualify the Subadviser from serving as required by law, and an investment adviser of an investment company pursuant to any and all amendments thereto so filed with the Secretary Section 9 of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed Act or hereafter filedotherwise. The name "The Phoenix Edge Series Fund" refers to Subadviser will also immediately notify the Trustees under said Declaration Fund and the Adviser if it is served or otherwise receives notice of Trustany action, as Trustees and not personallysuit, and no Trusteeproceeding, shareholderinquiry or investigation, officerat law or in equity, agent before or employee of the Trust shall be held to by any personal liability in connection with court, public board or body, involving the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estateFund. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "“Investment Adviser" ” under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "“Code of Ethics"”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's ’s Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of “federal securities laws, ” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the Trust's Fund’s compliance personnel of the Subadviser's ’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's ’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's Fund’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The “Phoenix Edge Series Fund" ” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviserinvestment adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B D (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain has a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l 17j-1 under the Act and shall will provide the Trust and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustTrust (the "Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l Rule 17j-1 during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filedso filed with the Secretary of the State of Delaware and elsewhere as required by law. The name "The Phoenix Edge Series Fund" Equity Trust Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, officer agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-17j- l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundInvestment Trust 97" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Trust. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986Trust, as subsequently amended, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundEquity Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule in Rules 204A-1 and 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or the code of Rule 17j-1(b)ethics of the Fund pertaining to the section on Unlawful Actions, or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule Rules 204A-1(b) and 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18August 17, 1986, as subsequently amended, 2000 establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundInvestment Trust 97" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" “investment adviser” under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "“Code of Ethics"”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l 17j-1 under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l 17j-1 during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and or if such a violation of its Code of Ethics has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's ’s Code of Ethics to the Trust and the AdviserEthics. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(117j-1(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to of the Trust Fund could affect the TrustFund, by the TrustFund, of “federal securities laws, ” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the Trust's Fund’s and/or the Adviser’s compliance personnel of the Subadviser's ’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser's ’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters and as the Trust's Fund’s and/or the Adviser’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to The Subadviser will immediately notify the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing Fund and the Trust, a copy of which has been filed with the Secretary Adviser of the Commonwealth occurrence of Massachusetts and elsewhere any event which would disqualify the Subadviser from serving as required by law, and an investment adviser of an investment company pursuant to any and all amendments thereto so filed with the Secretary Section 9 of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed Act or hereafter filedotherwise. The name "The Phoenix Edge Series Fund" refers to Subadviser will also immediately notify the Trustees under said Declaration Fund and the Adviser if it is served or otherwise receives notice of Trustany action, as Trustees and not personallysuit, and no Trusteeproceeding, shareholderinquiry or investigation, officerat law or in equity, agent before or employee of the Trust shall be held to by any personal liability in connection with court, public board or body, involving the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estateDesignated Series. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986Trust, as subsequently amended, establishing the Trustmay be amended from time to time, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundInvestment Trust 97" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "“Investment Adviser" ” under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "“Code of Ethics"”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's ’s Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of “federal securities laws, ” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the Trust's Fund’s compliance personnel of the Subadviser's ’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's ’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's Fund’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which violation if it would have a material affect on the Designated Series. The Subadviser further agrees to supply Adviser with a summary of any report generated pursuant to Rule 206 (4)-7 of the Advisers Act within 60 days of finalizing such report. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The “Phoenix Edge Series Fund" Opportunities Trust” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" “investment adviser” under the Investment Advisers Act of 1940, as amended 1940 ("“Advisers Act"”). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B D (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain has a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l 17j-1 under the Act and shall will provide the Trust and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustTrust (the “Code of Ethics”). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l Rule 17j-1 during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of “federal securities laws, ” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the Trust's Fund’s compliance personnel of the Subadviser's ’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's ’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's Fund’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filedso filed with the Secretary of the State of Delaware and elsewhere as required by law. The name "The Phoenix Edge Series Fund" Equity Trust Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, officer agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which violation if it would have a material affect on the Designated Series. The Subadviser further agrees to supply Adviser with a summary of any report generated pursuant to Rule 206 (4)-7 of the Advisers Act within 60 days of finalizing such report. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundOpportunities Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundInvestment Trust 97" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "“Investment Adviser" ” under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "“Code of Ethics"”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's ’s Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of “federal securities laws, ” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the Trust's Fund’s compliance personnel of the Subadviser's ’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's ’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's Fund’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The “Phoenix Edge Series Fund" Equity Trust “ refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-17j- l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundPHOLIOsSM" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviserinvestment adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B D (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain has a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustTrust (the "Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18December 4, 1986, as subsequently amended1995, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" Duff & ▇▇▇▇▇▇ Institutional Mutual Funds refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-17j- l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundAsset Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" “investment adviser” under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "“Code of Ethics"”) complying with the requirements of Rule 204A-1 204A-l under the Advisers Act and Rule 17j-l 17j-1 under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-117j-l) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l 17j-1 during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's ’s Code of Ethics to the Trust and the AdviserEthics. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to of the Trust Fund could affect the TrustFund, by the TrustFund, of “federal securities laws, ” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the Trust's Fund’s and/or the Adviser’s compliance personnel of the Subadviser's ’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser's ’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters and as the Trust's Fund’s and/or the Adviser’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to The Subadviser will immediately notify the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing Fund and the Trust, a copy of which has been filed with the Secretary Adviser of the Commonwealth occurrence of Massachusetts and elsewhere any event which would disqualify the Subadviser from serving as required by law, and an investment adviser of an investment company pursuant to any and all amendments thereto so filed with the Secretary Section 9 of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed Act or hereafter filedotherwise. The name "The Phoenix Edge Series Fund" refers to Subadviser will also immediately notify the Trustees under said Declaration Fund and the Adviser if it is served or otherwise receives notice of Trustany action, as Trustees and not personallysuit, and no Trusteeproceeding, shareholderinquiry or investigation, officerat law or in equity, agent before or employee of the Trust shall be held to by any personal liability in connection with court, public board or body, involving the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estateDesignated Series. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviserinvestment adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B D (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain has a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustTrust (the "Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18October 15, 1986, as subsequently amended1987, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" Multi-Portfolio Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Trust. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Trust, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986[date], as subsequently amended, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundInsight Funds Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that that, to the best of its knowledge, the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Upon prior written notice thereof, the Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18March 1, 1986, as subsequently amended, 2001 establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundOpportunities Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviserinvestment adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B D (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain has a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l 17j-1 under the Act and shall will provide the Trust and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustTrust (the "Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l Rule 17j-1 during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule in Rules 204A-1 and 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, Ethics or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred that occurred, appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule Rules 204A-1(b) and 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18August 17, 1986, as subsequently amended, 2000 establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundEquity Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustSeries, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustSeries, and shall will be surrendered to the Trust Series or to the Adviser as agent of the Trust Series promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It has or shall maintain adopt a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust Fund and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund (the "Code of Ethics"). Each Within 15 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18August 17, 1986, as subsequently amended, 2000 establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Strategic Allocation Fund" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-17j- l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series CA-Tax Exempt Bond Fund" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-17j- l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundEquity Trust " refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-17j- l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundInvestment Trust 06" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall will be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It has or shall maintain adopt a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust Fund and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund (the "Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, 1986 establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Trust. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986Trust, as subsequently amended, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviserinvestment adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the AdviserEthics. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundVirtus Institutional Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviserinvestment adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B D (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain has a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustTrust (the "Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated , February 18, 1986, as subsequently amended, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall will be surrendered to the Trust or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulationrequest. C. It has or shall maintain adopt a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l 17j-1 under the Act and shall will provide the Trust and the Adviser Fund with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustPhoenix Funds (the "Phoenix Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser Fund that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l Rule 17j-1 during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Phoenix Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser Fund to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1Rule 17j-1(c)(1) and this subparagraph. D. It has adopted and implementedUpon request, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by Subadviser will promptly supply the Fund with any information concerning the Subadviser and its supervised personsstockholders, and, employees and affiliates which the Fund may reasonably require in connection with reports to the extent Fund's Board of Trustees or the activities preparation of the Subadviser in respect its registration statement, proxy material, reports and other documents required to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 be filed under the Act, and that the Subadviser has provided the Trust with true and complete copies Securities Act of its policies and procedures (1933, or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal under applicable securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Serieslaws. E. Reference is hereby made to the Declaration of Trust dated February 18October 15, 19861987, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter thereafter filed. The name "The Phoenix Edge Series Fund" Multi-Portfolio Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability hereunder or in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liableliable under this Agreement. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts , but shall look for payment solely to manage said trust estate, or to the Designated Series so that it will satisfy the diversification requirements assets of Section 817(h) a successor of the Internal Revenue Code of 1986, as amendedFund.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviserinvestment adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records and similar records of the Sub-subadviser are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the AdviserEthics. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to of the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's and/or the Adviser's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and as the TrustFund's and/or the Adviser's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to The Subadviser will immediately notify the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing Fund and the Trust, a copy of which has been filed with the Secretary Adviser of the Commonwealth occurrence of Massachusetts and elsewhere any event which would disqualify the Subadviser from serving as required by law, and an investment adviser of an investment company pursuant to any and all amendments thereto so filed with the Secretary Section 9 of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed Act or hereafter filedotherwise. The name "The Phoenix Edge Series Fund" refers to Subadviser will also immediately notify the Trustees under said Declaration Fund and the Adviser if it is served or otherwise receives notice of Trustany action, as Trustees and not personallysuit, and no Trusteeproceeding, shareholderinquiry or investigation, officerat law or in equity, agent before or employee of the Trust shall be held to by any personal liability in connection with court, public board or body, involving the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estateDesignated Series. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "“Investment Adviser" ” under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "“Code of Ethics"”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Trust. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's ’s Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's ’s compliance personnel of the Subadviser's ’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's ’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's ’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986Trust, as subsequently amended, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The “Phoenix Edge Series Fund" Equity Trust” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundInsight Funds Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" “investment adviser” under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Notwithstanding the foregoing, the Fund acknowledges that the Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "“Code of Ethics"”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l 17j-1 under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund and the Adviser. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l 17j-1 during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's ’s Code of Ethics to the Trust and the AdviserEthics. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(117j-1(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to of the Trust Designated Series could affect the TrustDesignated Series, by the TrustDesignated Series, of “federal securities laws, ” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustDesignated Series and/or the Adviser. The Subadviser agrees agrees, upon reasonable prior notice and during normal business hours, to cooperate with periodic reviews by the Trust's Designated Series and/or the Adviser’s compliance personnel of the Subadviser's ’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Designated Series and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser's ’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters and as the Trust's Fund’s and/or the Adviser’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to The Subadviser will promptly notify the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing Designated Series and the Trust, a copy of which has been filed with the Secretary Adviser of the Commonwealth occurrence of Massachusetts and elsewhere any event which would disqualify the Subadviser from serving as required by an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. To the extent permitted under applicable law, the Subadviser will also promptly notify the Designated Series and to the Adviser if it is served or otherwise receives notice of any and all amendments thereto so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required action, suit, proceeding, inquiry or investigation, at law or in equity, before or by lawany court, and to any and all amendments thereto so filed public board or hereafter filed. The name "The Phoenix Edge Series Fund" refers to the Trustees under said Declaration of Trustbody, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with involving the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estateDesignated Series. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall will be surrendered to the Trust or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulationrequest. C. It has or shall maintain adopt a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust and the Adviser Fund with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustPhoenix Funds (the "Phoenix Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser Fund that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Phoenix Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser Fund to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implementedUpon request, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by Subadviser will promptly supply the Fund with any information concerning the Subadviser and its supervised personsstockholders, and, employees and affiliates which the Fund may reasonably require in connection with reports to the extent Fund's Board of Trustees or the activities preparation of the Subadviser in respect its registration statement, proxy material, reports and other documents required to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 be filed under the Act, and that the Subadviser has provided the Trust with true and complete copies Securities Act of its policies and procedures (1933, or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal under applicable securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Serieslaws. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability hereunder or in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liableliable under this Agreement. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts , but shall look for payment solely to manage said trust estate, or to the Designated Series so that it will satisfy the diversification requirements assets of Section 817(h) a successor of the Internal Revenue Code of 1986, as amendedFund.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "“Investment Adviser" ” under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "“Code of Ethics"”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's ’s Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of “federal securities laws, ” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the Trust's Fund’s compliance personnel of the Subadviser's ’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's ’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's Fund’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The “Phoenix Edge Investment Series Fund" ” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-17j- l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Investment Series Fund" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviserinvestment adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B D (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain has a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustTrust (the "Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Agreement and Declaration of Trust dated February December 18, 1986, as subsequently amended, 1995 establishing the Trust, a copy to the Trust's Certificate of Trust, also dated December 18, 1995, which has been filed is on file with the Office of the Secretary of State of the Commonwealth State of Massachusetts and elsewhere as required by lawDelaware, and to any and all amendments thereto so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filedthereto. The name "The Phoenix Edge Series Fund" Phoenix-Seneca Funds refers to the Trustees under said Agreement and Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Agreement and Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will . The Subadviser hereby grants the Trust a non-exclusive license to use all necessary efforts to manage the Designated Series so "Seneca" in its name and its business and warrants that it will satisfy has the diversification requirements right to grant such a license. In the event of Section 817(h) termination of this Agreement, or at the request of the Internal Revenue Code Subadviser, the Trust will eliminate all reference to "Seneca" from its name, and will not thereafter transact business in a name using the word "Seneca" in any form or combination whatsoever, or otherwise use the word " Seneca" as part of 1986its name. The Trust will thereafter in all prospectuses, as amendedadvertising materials, letterheads, and other material designed to be read by investors and prospective investors delete from its name the word " Seneca" or any approximation thereof. If the Subadviser chooses to withdraw the Trust's right to use the word "Seneca", it agrees to submit the question of continuing this Agreement to a vote of the Trust's shareholders at the time of such withdrawal.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-17j- l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundPortfolios" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule in Rules 204A-1 and 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Trust. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule Rules 204A-1(b) and 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any material compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18August 17, 1986, as subsequently amended, 2000 establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundEquity Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that that, to the best of its knowledge, the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-non- public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Upon prior written notice thereof, the Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundEquity Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B Rules 31a-1(b)(5), 31a-1(b)(9), 31a-a(b)(10) and 31a-1(f) (as Schedule B such rules may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall will be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It has or shall maintain adopt a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l 17j-1 under the Act and shall will provide the Trust Fund and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund (the "Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l Rule 17j-1 during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1Rule 17j-1(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviserinvestment adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B D (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain has a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustTrust (the "Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18June 25, 1986, as subsequently amended, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Strategic Equity Series Fund" Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "“Investment Adviser" ” under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "“Code of Ethics"”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule in Rules 204A-1 and 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Trust. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule Rules 204A-1(b) and 17j-1 concerning the Subadviser's ’s Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of “federal securities laws, ” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the Trust's Fund’s compliance personnel of the Subadviser's ’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's ’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters and as the Trust's Fund’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any material compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The “Phoenix Edge Series Fund" Opportunities Trust” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986Trust, as subsequently amended, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundInsight Funds Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule in Rules 204A-1 and 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or the code of ethics of the Fund, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule Rules 204A-1(b) and 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18August 17, 1986, as subsequently amended, 2000 establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" “investment adviser” under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records and similar records of the Sub-subadviser are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "“Code of Ethics"”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's ’s Code of Ethics to the Trust and the AdviserEthics. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to of the Trust Fund could affect the TrustFund, by the TrustFund, of “federal securities laws, ” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the Trust's Fund’s and/or the Adviser’s compliance personnel of the Subadviser's ’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser's ’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters and as the Trust's Fund’s and/or the Adviser’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to The Subadviser will immediately notify the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing Fund and the Trust, a copy of which has been filed with the Secretary Adviser of the Commonwealth occurrence of Massachusetts and elsewhere any event which would disqualify the Subadviser from serving as required by law, and an investment adviser of an investment company pursuant to any and all amendments thereto so filed with the Secretary Section 9 of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed Act or hereafter filedotherwise. The name "The Phoenix Edge Series Fund" refers to Subadviser will also immediately notify the Trustees under said Declaration Fund and the Adviser if it is served or otherwise receives notice of Trustany action, as Trustees and not personallysuit, and no Trusteeproceeding, shareholderinquiry or investigation, officerat law or in equity, agent before or employee of the Trust shall be held to by any personal liability in connection with court, public board or body, involving the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estateDesignated Series. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall will be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It has or shall maintain adopt a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust Fund and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund (the "Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, 1986 establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" Multi-Portfolio Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-17j- l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "“Investment Adviser" ” under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "“Code of Ethics"”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that that, to the best of its knowledge, the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's ’s Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of “federal securities laws, ” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Upon prior written notice thereof, the Subadviser agrees to cooperate with periodic reviews by the Trust's Fund’s compliance personnel of the Subadviser's ’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's ’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's Fund’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The “Phoenix Edge Series Fund" Equity Trust” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall will be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It has or shall maintain adopt a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust Fund and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund (the "Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, [date] establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund[TBD]" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviserinvestment adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the AdviserEthics. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to of the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. Fund and/or the Adviser.. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's and/or the Adviser's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and as the TrustFund's and/or the Adviser's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to The Subadviser will immediately notify the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing Fund and the Trust, a copy of which has been filed with the Secretary Adviser of the Commonwealth occurrence of Massachusetts and elsewhere any event which would disqualify the Subadviser from serving as required by law, and an investment adviser of an investment company pursuant to any and all amendments thereto so filed with the Secretary Section 9 of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed Act or hereafter filedotherwise. The name "The Phoenix Edge Series Fund" refers to Subadviser will also immediately notify the Trustees under said Declaration Fund and the Adviser if it is served or otherwise receives notice of Trustany action, as Trustees and not personallysuit, and no Trusteeproceeding, shareholderinquiry or investigation, officerat law or in equity, agent before or employee of the Trust shall be held to by any personal liability in connection with court, public board or body, involving the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estateDesignated Series. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Trust. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Trust, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986Trust, as subsequently amended, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundInsight Funds Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall will be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It has or shall maintain adopt a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust Fund and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund (the "Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18August 17, 1986, as subsequently amended, 2000 establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Equity Trust (formerly, Phoenix-Aberdeen Worldwide Opportunities Fund)" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18August 17, 1986, as subsequently amended, 2000 establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Multi-Portfolio Fund" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviserinvestment adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B D (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain has a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustTrust (the "Code of Ethics"). Each Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18November 4, 1986, as subsequently amended1991, establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" Worldwide Opportunities Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "“Investment Adviser" ” under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "“Code of Ethics"”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule in Rules 204A-1 and 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or the code of Rule 17j-1(b)ethics of the Fund solely as it pertains to unlawful conduct, or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule Rules 204A-1(b) and 17j-1 concerning the Subadviser's ’s Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of “federal securities laws, ” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the Trust's Fund’s compliance personnel of the Subadviser's ’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's ’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's Fund’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The “Phoenix Edge Series Fund" Opportunities Trust” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundAsset Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any that as of its affiliatesOctober 29, on the one hand, and the Adviser or any of its affiliates, on the other hand) that2001: A. It is registered as an "Investment Adviserinvestment adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintainmaintain the records and information required by Rule 31a-1 under the Act respecting its activities with respect to the Series, keep current and preserve on behalf of such other records with respect thereto relating to the Trust, services the Subadviser provides under this Agreement as may be required in the manner required or permitted future by the Act and the rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trustapplicable SEC rules, and shall be surrendered to retain such information for such times and in such manner as required by applicable rules, including Rule 31a-2 under the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulationAct. C. It shall maintain has a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund (the "Code of Ethics"). Each The Subadviser will not be subject to the Code of Ethics of the Fund as long as its code of ethics complies with the applicable regulatory requirements and the Board of Trustees of the Trust approves its code of ethics. Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l with respect to the Fund during the previous calendar quarter and that there has been no material violation of its Code code of Ethicsethics with respect to the Fund, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implementedwill use all necessary efforts to manage the Series so that the Fund will qualify as a regulated investment company under the provisions of Subchapter M of the Internal Revenue Code ("IRC"), and throughout will satisfy the term diversification requirements of this Agreement shall maintain in effect and implementSection 817(h) of the IRC, policies and procedures reasonably designed the provisions of Subchapter M of the IRC applicable to preventregulated investment companies, detect and correct violations by the Subadviser and its supervised persons, including those which underlie variable annuities; and, the distribution requirements necessary to the extent the activities avoid payment of any excise tax pursuant to Section 4982 of the Subadviser in IRC and the rules and regulations adopted under each such provision, provided, however, the foregoing representation shall be effective with respect to the Trust could affect the TrustSurviving Series as of February 13, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series2003. E. It will furnish the Adviser a copy of its Form ADV as filed with the Securities and Exchange Commission. F. It will be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Series, provided, however, the foregoing representation shall be effective with respect to the Surviving Series as of February 13, 2003. G. It will not, without the Adviser's prior approval, effect any transactions that would cause the Series at the time of the transaction to be out of compliance with any of such restrictions or policies. H. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Fund" Fund refers to the Trustees under said Declaration of TrustFund, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust Fund estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustSeries, in the manner required or permitted by the Act and the rules thereunder including Rules thereunder, the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustSeries, and shall will be surrendered to the Trust Series or to the Adviser as agent of the Trust Series promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It has or shall maintain adopt a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall will provide the Trust Fund and the Adviser with a copy of the Code code of Ethics ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund (the "Code of Ethics"). Each Within 15 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and Rule 17j-l during the previous calendar quarter and that there has been no material violation of its code of ethics, or the Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and Rule 17j-l(d)(1l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby ▇▇▇▇▇▇ made to the Declaration of Trust dated February 18December 12, 1986, as subsequently amended, 2000 establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series Equity Trust (formerly, Phoenix-Aberdeen Worldwide Opportunities Fund)" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundPortfolios" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.

Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the TrustFund, in the manner required or permitted by the Act and the rules Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the TrustFund, and shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule in Rules 204A-1 and 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Trust. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule Rules 204A-1(b) and 17j-1 concerning the Subadviser's Code of Ethics to the Trust Fund and the Adviser. The Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust Fund could affect the TrustFund, by the TrustFund, of "federal securities laws, " (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the TrustFund. The Subadviser agrees to cooperate with periodic reviews by the TrustFund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and as the TrustFund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any material compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust dated February 18, 1986, as subsequently amended, establishing the TrustFund, a copy of which has been filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth State of Massachusetts Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "The Phoenix Edge Series FundOpportunities Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust Fund shall be held to any personal liability in connection with the affairs of the TrustFund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust Fund or of any successor of the TrustFund, whether such liability now exists or is hereafter incurred for claims against the trust estate. F. It will use all necessary efforts to manage the Designated Series so that it will satisfy the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.