FIRST AMENDMENT TO SUBADVISORY AGREEMENT
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THIS AMENDMENT dated this 12th day of November, 2002 amends that
certain Subadvisory Agreement dated as of August 4, 1999 (the "Agreement") by
and between Phoenix Investment Counsel, Inc. ("Advisor") and Seneca Capital
Management LLC ("Subadvisor"), regarding the management of the Phoenix-Seneca
Strategic Theme Series (the "Series") of The Phoenix Edge Series Fund (the
"Fund") as follows:
1. Section 17 is hereby added as follows:
"Proxies. The Subadvisor shall review all proxy solicitation materials and
be responsible for voting and handling all proxies in relation to the
Assets in accordance with such policies and procedures adopted or approved
from time to time by the Fund. Unless the Advisor or the Fund gives the
Subadvisor written instructions to the contrary, the Subadvisor will, in
compliance with the proxy voting procedures of the Series then in effect,
vote or abstain from voting, all proxies solicited by or with respect to
the issuers of securities in which assets of the Series may be invested.
The Advisor shall cause the Custodian to forward promptly to the Subadvisor
all proxies upon receipt, so as to afford the Subadvisor a reasonable
amount of time in which to determine how to vote such proxies. The
Subadvisor agrees to provide the Advisor with quarterly proxy voting
reports in such form as the Advisor may request from time to time."
2. Except as expressly amended hereby, all provisions of the Agreement shall
remain in full force and effect and are unchanged in all other respects.
All initial capitalized terms used herein shall have such meaning as
ascribed thereto in the Agreement, as amended. All terms and phrases in
quotations shall have such meaning as ascribed thereto in the Investment
Company Act of 1940, as amended.
3. This Amendment shall become effective on the date first accepted by the
Subadvisor which date is set forth above the Subadvisor's name on the
signature page hereof.
4. This Amendment may be executed in one or more counterparts, each of which
shall be deemed to be an original and, all of which, when taken together,
shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto intending to be legally bound
have caused this Amendment to be executed by their duly authorized officers or
other representatives.
PHOENIX INVESTMENT COUNSEL, INC.
By:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
AGREED AND ACCEPTED this 24 day of February, 2003.
SENECA CAPITAL MANAGEMENT LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Chief Operating Officer