FIRST AMENDMENT TO
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SUBADVISORY AGREEMENT
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THIS AMENDMENT dated this 12th day of November, 2002 amends that
certain Subadvisory Agreement dated as of October 27, 1998 (the "Agreement") by
and between Phoenix Investment Counsel, Inc. ("Adviser") and Aberdeen Fund
Managers, Inc. ("Subadvisor"), regarding the management of the Phoenix-Aberdeen
International 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 Adviser 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 Adviser 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 Adviser with
quarterly proxy voting reports in such form as the Adviser 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
AGREED AND ACCEPTED this 4th day of February, 2003.
ABERDEEN FUND MANAGERS, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇
Title: Director