Exhibit 5.20
Investment Subadvisory Agreement
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AMENDMENT NO. 1 TO
SUBADVISORY AGREEMENT
BETWEEN
THE PHOENIX EDGE SERIES FUND
AND
BANKERS TRUST COMPANY
Effective ______________, 2000, the Subadvisory Agreement dated December 15,
1999 with Phoenix Variable Advisors, Inc. (the "Advisor" and Bankers Trust
Company (the "Subadvisor"), is amended as follows:
1. The Advisor, continuing to be duly authorized by the terms of the Advisory
Agreement, hereby employs the Subadvisor to invest and reinvest the assets
of the Phoenix-Bankers Trust Nasdaq-100 Index Series on the terms and
conditions as set forth in the Subadvisory Agreement.
2. The term "Series" as utilized in the Subadvisory Agreement shall
collectively refer to the following series respectively managed by the
Subadvisor under the terms of such agreement:
(a) the Phoenix-Bankers Trust Dow 30 Series; and
(b) the Phoenix-Bankers Trust Nasdaq-100 Index Series.
1. Section 20. "Termination" is amended to read "This Agreement may be
terminated by either party, in its entirety or severably with respect to
any of the series respectively managed under this Agreement, without
penalty, immediately upon written notice to the other party in the event of
breach of any provision thereof by the other party so notified, or
otherwise, upon sixty (60) days' written notice to the other party, but any
such termination shall not affect the status, obligations or liabilities of
either party hereto to the other party or the continued management under
the terms of this Agreement of any series not covered by such termination".
2. Schedule C is amended to read:
SUBADVISORY FEE
For services provided to the Fund pursuant to paragraph 3 hereof, the
Advisor will pay to the Subadvisor, on or before the 10th day of each month, a
fee, payable in arrears, at the annual rate of:
Phoenix-Bankers Trust Dow 30 Series
0.10% of the average aggregate daily net
asset value of the series; subject to a minimum fee of $100,000.
Phoenix-Bankers Trust Nasdaq-100 Index Series
0.10% of the average aggregate daily net
asset value of the series; subject to a minimum fee of $100,000.
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The fees shall be prorated for any month during which this agreement is
in effect for only a portion of the month. In computing the fee to be paid to
the Subadvisor, the net asset value of the Fund and each series shall be valued
as set forth in the then current registration statement of the Fund.
PHOENIX VARIABLE ADVISORS, INC.
By: _______________________
Title:
ACCEPTED:
BANKERS TRUST COMPANY
By: ______________________
Title:
