SECOND AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT made by and between The Phoenix Edge Series Fund, a
Massachusetts business trust having a place of business located at 000 Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx (the "Trust") and Phoenix Investment Counsel,
Inc., a Massachusetts corporation having a place of business located at 00
Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx (the "Advisor").
RECITALS
The Trust and Advisor entered into an Investment Advisory Agreement
dated January 1, 1993, as amended by an instrument dated January 23, 1996,
(collectively, the "Agreement"), pursuant to which the Advisor agreed to provide
certain investment advisory and related services to the Trust. Section 2 of the
Agreement contemplated that the Advisor would render such investment advisory
services to Additional Series of the Trust. The Trust now wishes to subject
those Additional Series described in Schedule A-2 attached hereto and made a
part hereof to the terms and conditions set forth in the Agreement.
At a meeting held on November 13, 2001, the Trustees of the Trust,
including the independent trustees, unanimously approved an Agreement and Plan
of Reorganization that would effect the reorganization of the Phoenix-Oakhurst
Balanced Series (formerly known as the "Balanced Series") into the
Phoenix-Oakhurst Strategic Allocation Series (formerly known as the "Total
Return Series"), another series of Trust. At a Special Meeting of Shareholders
held on March 18, 2002, the requisite majority of the affected owners of a
variable annuity or variable life insurance contract issued by Phoenix Life
Insurance Company, or its affiliated insurance companies, approved the Agreement
and Plan of Reorganization. Accordingly, on April 5, 2002, all or substantially
all of the assets of the Phoenix-Oakhurst Balanced Series were transferred to
the Phoenix-Oakhurst Strategic Allocation Series in exchange solely for shares
of beneficial interest in the Phoenix-Oakhurst Strategic Allocation Series and
the assumption by the Phoenix-Oakhurst Strategic Allocation Series of all known
liabilities of the Phoenix-Oakhurst Balanced Series. The Trust now wishes to
delete all references to the Phoenix-Oakhurst Balanced Series as being subject
to the Agreement.
At a meeting held on November 13, 2001, the Trustees of the Trust,
including the independent trustees, unanimously approved an Agreement and Plan
of Reorganization that would effect the reorganization of the Phoenix-Xxxxxxxx
Nifty Fifty Series into the Phoenix-Xxxxxxxx Capital Growth Series (formerly
known as the "Phoenix-Xxxxxxx Growth Series"), another series of Trust. At a
Special Meeting of Shareholders held on March 18, 2002, the requisite majority
of the affected owners of a variable annuity or variable life insurance contract
issued by Phoenix Life Insurance Company, or its affiliated insurance companies,
approved the Agreement and Plan of Reorganization. Accordingly, on April 5,
2002, all or substantially all of the assets of the Phoenix-Xxxxxxxx Nifty Fifty
Series were transferred to the Phoenix-Xxxxxxxx Capital Growth Series in
exchange solely for shares of beneficial interest in the Phoenix-Xxxxxxxx
Capital Growth Series and the assumption by the Phoenix-Xxxxxxxx Capital Growth
Series of all known liabilities of the Phoenix-Xxxxxxxx Nifty Fifty Series. The
Trust now wishes to delete all references to the Phoenix-Xxxxxxxx Nifty Fifty
Series as being subject to the Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the parties do hereby agree to amend the
Agreement as follows:
1. Paragraph 8(a) to the Agreement is hereby amended so as to reflect the
inclusion of the Additional Series, as more particularly described in
Schedule A-2, and that the Advisor shall be compensated for its
services in connection with each Additional Series in accordance with
the rates set forth in said Schedule. Notwithstanding anything possibly
to the contrary within paragraph 12 of the Agreement, the Agreement, as
amended hereby, shall be and remain in effect with respect to the
Additional Series until the earlier of (a) the date of termination
pursuant to paragraph 14 of the Agreement or (b) November 30, 2003, and
shall continue in full force and effect thereafter so long as (x) such
continuation with respect to each Additional Series is approved at
least annually thereafter by either the Trustees or by a "vote of the
majority of the outstanding voting securities" of each such Additional
Series and (y) the terms of renewal of the Agreement with respect to
any such Additional Series have been approved by a vote of the majority
of the Trustees who are not parties to the Agreement or "interested
persons" of any such party, cast in person at a meeting called for the
purpose of voting on any such approval.
2. Paragraph 8(a) to the Agreement is further amended so as to reflect the
deletion of any reference to Phoenix-Oakhurst Balanced Series (formerly
known as the "Balanced Series"), effective as of April 5, 2002.
3. Paragraph 8(a) to the Agreement is further amended so as to reflect the
deletion of any reference to Phoenix-Xxxxxxxx Nifty Fifty Series,
effective as of April 5, 2002.
4. Except as herein above and herein before modified, all other terms and
conditions set forth in the Agreement shall be and remain in full force
and effect. All initial capitalized terms used herein shall have such
meaning as ascribed thereto in the Agreement, as amended. All terms or
phrases in quotations shall have such meaning as ascribed thereto in
the Investment Company Act of 1940, as amended.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
through their undersigned duly elected officers as of this the 9th day of
August, 2002.
THE PHOENIX EDGE SERIES FUND
By: /s/ Xxxxx X. Xxx
-----------------------------------------
Name: Xxxxx X. Xxx Title: President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx Title: President
SCHEDULE A-2
Series Investment Advisory Fee
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Phoenix-Kayne Large-Cap Core Series 0.70%
Phoenix-Kayne Small-Cap Quality Value Series 0.90%
