Exhibit 1.11
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
December 7, 1999, at which a quorum was present, the Board of Trustees acting
pursuant to Article VII, Section 7.3 of said Declaration for the purposes of (a)
changing the name of the "Phoenix-Goodwin Growth Series" to "Phoenix-Engemann
Capital Growth Series"; (b) changing the name of the "Phoenix-Goodwin Strategic
Theme Series" to "Phoenix Seneca Strategic Theme Series"; (c) changing the name
of the "Phoenix-Goodwin Balanced Series" to "Phoenix-Oakhurst Balanced Series";
and (d) changing the name of the "Phoenix-Goodwin Strategic Allocation Series"
to "Phoenix-Oakhurst Strategic Allocation 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 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 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 15th 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.
