Exhibit 1.12
Certificate of Amendment to Declaration of Trust
<PAGE>
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 May
23, 2000, 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
and designating two new Series of Shares denominated the "Phoenix-Bankers Trust
Nasdaq-100 Index Series" and "Phoenix-Engemann Small & Mid-Cap Growth Series"
unanimously voted to amend said Declaration, effective July 26, 2000 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-three Series
are hereby established and designated: "Phoenix-Oakhurst Balanced Series",
"Phoenix-Goodwin Multi-Sector Fixed Income Series", "Phoenix-Goodwin Money
Market Series", "Phoenix-Oakhurst Strategic Allocation Series",
"Phoenix-Engemann Capital Growth Series", "Phoenix-Aberdeen International
Series", "Phoenix-Duff & Phelps Real Estate Securities Series", "Phoenix-Seneca
Strategic Theme Series", "Phoenix-Aberdeen New Asia Series", "Phoenix-J.P.
Morgan 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", "Phoenix-Morgan Stanley
Focus Equity Series", "Phoenix-Bankers Trust Nasdaq-100 Index Series" and
"Phoenix-Engemann Small & Mid-Cap Growth Series".
IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of August 2000.
/s/ Simon Y. Tan
----------------------------------------------
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
