Exhibit 1.10
Certificate of Amendment to Declaration of Trust
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THE PHOENIX EDGE SERIES FUND
CERTIFICATE OF AMENDMENT TO DECLARATION OF TRUST
The undersigned, individually as Trustee of The Phoenix Edge Series Fund
(the "Trust"), a Massachusetts business trust organized under a Declaration of
Trust dated February 18, 1986, as amended from time to time (the "Declaration")
and as attorney-in-fact for each of the other Trustees of the Trust pursuant to
a certain Delegation and Power of Attorney dated December 7, 1999, executed by
each of such Trustees, a copy of which is attached hereto, do hereby certify
that at a duly held meeting of the Board of Trustees of the Trust held on August
25, 1999, at which a quorum was present, the Board of Trustees acting pursuant
to Article VII, Section 7.3 of said Declaration for the purpose of establishing
six new Series of Shares denominated the "Phoenix-Bankers Trust Dow 30 Series",
"Phoenix-Federated U.S. Government Bond Series", "Phoenix-Janus Equity Income
Series", "Phoenix-Janus Flexible Income Series", "Phoenix-Janus Growth Series"
and "Phoenix-Morgan Stanley Focus Equity Series" unanimously voted to amend said
Declaration, effective December 1, 1999 by deleting the first paragraph of
Section 4.2 of Article IV thereof and by inserting in lieu of such paragraph the
following paragraph:
"Without limiting the authority of the Trustees set forth in
Section 4.1 to establish and designate any further Series, the
following twenty-one Series and hereby established and
designated: "Phoenix-Goodwin Balanced Series", "Phoenix-Goodwin
Multi-Sector Fixed Income Series", "Phoenix-Goodwin Money
Market Series", "Phoenix-Goodwin Strategic Allocation Series",
"Phoenix-Goodwin Growth Series", "Phoenix-Aberdeen
International Series", "Phoenix-Duff & Phelps Real Estate
Securities Series", "Phoenix-Goodwin Strategic Theme Series",
"Phoenix-Aberdeen New Asia Series", "Phoenix Research Enhanced
Index Series", "Phoenix-Engemann Nifty Fifty Series",
"Phoenix-Schafer Mid-Cap Value Series", "Phoenix-Seneca Mid-Cap
Growth Series", "Phoenix-Hollister Value Equity Series",
"Phoenix-Oakhurst Growth and Income Series", "Phoenix-Bankers
Trust Dow 30 Series", "Phoenix-Federated U.S. Government Bond
Series", "Phoenix-Janus Equity Income Series", "Phoenix-Janus
Flexible Income Series", "Phoenix-Janus Growth Series" and
"Phoenix-Morgan Stanley Focus Equity Series".
IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of December 1999.
/s/ Simon Y. Tan
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Simon Y. Tan, individually and as
attorney-in-fact for Frank M. Ellmer,
John A. Fabian, Eunice S. Groark,
John R. Mallin and Timothy P. Shriver.
