INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT made effective as of the 2nd day of March, 1988 by and
between The Phoenix Edge Series Fund, a Massachusetts business trust, having a
business located at One American Row, Hartford, Connecticut (the "Trust") and
Phoenix Investment Counsel, Inc., a Connecticut corporation having a place of
business located at 00 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx (the "Adviser").
WITNESSETH THAT:
1. The Trust hereby appoints the Adviser to act as investment
adviser to the Trust on behalf of the following series of the
Trust established and designated by the Trustees on or before
the date hereof, namely "Phoenix Growth and Income Series" (the
"Existing Series"), for the period and on the terms set forth
herein. The Adviser accepts such appointment and agrees to
render the services described in this Agreement for the
compensation herein provided.
2. In the event that the Trustees desire to retain the Adviser to
render investment advisory services hereunder with respect to
one or more additional series ("Additional Series"), the Trust
shall notify the Adviser in writing. If the Adviser is willing
to render such services, it shall notify the Trust in writing,
whereupon such Additional Series shall become subject to the
terms and conditions of this Agreement.
3. The Adviser shall furnish continuously an investment program for
the Existing Series and any Additional Series which may become
subject to the terms and conditions set forth herein (sometimes
collectively referred to as the "Series") and shall manage the
investment and reinvestment of the assets of each Series,
subject at all times to the supervision of the Trustees.
4. With respect to managing the investment and reinvestment of the
Series' assets, the Adviser shall provide, at its own expense:
(a) Investment research, advice and supervision;
(b) An investment program for each Series consistent with
its investment objectives;
(c) Implementation of the investment program for each
Series including the purchase and sale of securities;
(d) Advice and assistance on the general operations of the
Trust; and
(e) Regular reports to the Trustees on the implementation of
each Series' investment program.
5. The Adviser shall, for all purposes herein, be deemed to be an
independent contractor.
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6. The Adviser shall furnish at its own expense, or pay the
expenses of the Trust, for the following:
(a) Office facilities, including office space, furniture and
equipment;
(b) Personnel necessary to perform the functions required to
manage the investment and reinvestment of each Series'
assets (including those required for research,
statistical and investment work);
(c) Personnel to serve without salaries from the Trust as
officers or agents of the Trust. The Adviser need not
provide personnel to perform, or pay the expenses of the
Trust for, services customarily performed for an open-end
management investment company by its natural distributor,
custodian, financial agent, transfer agent, auditors and
legal counsel; and
(d) Compensation and expenses, if any, of the Trustees who
are also full-time employees of the Adviser of any of its
affiliates; and
(e) Any subadviser recommended by the Adviser and appointed
to act on behalf of the Trust.
7. All costs and expenses not specifically enumerated herein as
payable by the Adviser shall be paid by the Trust. Such expenses shall include,
but shall not be limited to, all expenses (other than those specifically
referred to as being borne by the Adviser) incurred in the operation of the
Trust and any public offering of its shares, including, among others, interest,
taxes, brokerage fees and commissions, fees of Trustees who are not full-time
employees of the Adviser or any of its affiliates, expenses of Trustees' and
shareholders' meetings including the cost of printing and mailing proxies,
expenses of insurance premiums for fidelity and other coverage, expenses of
repurchase and redemption of shares, expenses of issue and sale of shares (to
the extent not borne by its national distributor under its agreement with the
Trust), expenses of printing and mailing stock certificates representing shares
of the Trust, association membership dues, charges of custodians, transfer
agents, dividend disbursing agents and financial agents, bookkeeping, auditing
and legal expenses. The Trust will also pay the fees and bear the expense of
registering and maintaining the registration of the Trust and its shares with
the Securities and Exchange Commission and registering or qualifying its shares
under state or other securities laws and the expense of preparing and mailing
prospectuses and reports to shareholders. Additionally, if authorized by the
Trustees, the Trust shall pay for extraordinary expenses and expenses of a non-
recurring nature which may include, but not be limited to the reasonable and
proportionate cost of any reorganization or acquisition of assets and the cost
of legal proceedings to which the Trust is a party.
8. For providing the services and assuming the expenses outlined
herein, the Trust agrees that the Adviser shall be compensated as follows:
(a) Within eight days after the end of each month, the Trust
shall pay the Adviser a monthly fee with respect to the
Series at the following annual
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rate of 0.70% of the average aggregate daily net asset
values of the Series up to $250,000,000; 0.65% of the
average aggregate daily net asset value of the Series
from $250,000,000 to $500,000,000; and 0.60% of the
average aggregate daily net asset values in excess of
$500,000,000. The amounts payable to the Adviser with
respect to each Series shall be based upon the average of
the values of the net assets of such Series as of the
close of business each day, computed in accordance with
the Trust's Declaration of Trust.
(b) Compensation shall accrue immediately upon the effective
date of this Agreement.
(c) If there is termination of this Agreement during a
month, each Series' fee for that month shall be
proportionately computed upon the average of the daily
net asset values of such Series for such partial period
in such month.
(d) The Adviser agrees to reimburse the Trust for the amount,
if any, by which the total operating and management
expenses for any Series (including the Adviser's
compensation, pursuant to this paragraph, but excluding
taxes, interest, costs of portfolio acquisitions and
dispositions and extraordinary expenses), for any "fiscal
year" exceed the level of expenses which such Series is
permitted to bear under the most restrictive expense
limitation (which is not waived by the State) imposed on
open-end investment companies by any state in which
shares of such Series are then qualified. Such
reimbursement, if any, will be made by the Adviser to the
Trust within five days after the end of each month. For
the purpose of this subparagraph (d), the term "fiscal
year" shall include the portion of the then current
fiscal year which shall have elapsed at the date of
termination of this Agreement.
9. The services of the Adviser to the Trust are not to be deemed
exclusive, the Adviser being free to render services to others and to engage in
other activities. Without relieving the Adviser of its duties hereunder and
subject to the prior approval of the Trustees and subject further to compliance
with applicable provisions of the Investment Company Act of 1940, as amended,
the Adviser may appoint one or more agents to perform any of the functions and
services which are to be provided under the terms of this Agreement upon such
terms and conditions as may be mutually agreed upon among the Trust, the Adviser
and any such agent.
10. The Adviser shall not be liable to the Trust or to any
shareholder of the Trust for any error of judgment or mistake of law or for any
loss suffered by the Trust or by any shareholder of the Trust in connection with
the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith, gross negligence or reckless disregard on the
part of the Adviser in the performance of its duties hereunder.
11. It is understood that:
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(a) Trustees, officers, employees, agents and shareholders of
the Trust are or may be "interested persons" of the
Adviser as directors, officers, stockholders or
otherwise;
(b) Directors, officers, employees, agents and stockholders
of the Adviser are or may be "interested persons" of the
Trust as Trustees, officers, shareholders or otherwise;
and
(c) The existence of any such dual interest shall not affect
the validity hereof or of any transactions hereunder.
12. This Agreement shall become effective with respect to the
Existing Series as of the date stated above (the "Contract Date") and with
respect to any Additional Series, on the date specified in the notice to the
Trust from the Adviser in accordance with paragraph 2 hereof that the Adviser is
willing to serve as Adviser with respect to such Additional Series. Unless
terminated as herein provided, this Agreement shall remain in full force and
effect for a period of two years following the Contract Date, and, with respect
to each Additional Series, until the next anniversary of the Contract Date
following the date on which such Additional Series became subject to the terms
and conditions of this Agreement and shall continue in full force and effect for
periods of one year thereafter with respect to each Series so long as (a) such
continuance with respect to any such Series is approved at least annually by
either the Trustees or by a "vote of the majority of the outstanding voting
securities" of such Series and (b) the terms and any renewal of this Agreement
with respect to any such Series have been approved by a vote of a majority of
the Trustees who are not parties to this Agreement or "interested persons" of
any such party cast in person at a meeting called for the purpose of voting on
such approval; provided, however, that the continuance of this Agreement with
respect to each Additional Series is subject to its approval by a "vote of a
majority of the outstanding voting securities" of any such Additional Series on
or before the next anniversary of the Contract Date following the date on which
such Additional Series became a Series hereunder.
Any approval of this Agreement by a vote of the holders of a "majority
of the outstanding voting securities" of any Series shall be effective to
continue this Agreement with respect to such Series notwithstanding (a) that
this Agreement has not been approved by a "vote of a majority of the outstanding
voting securities" of any other Series of the Trust affected thereby and (b)
that this Agreement has not been approved by the holders of a "vote of a
majority of the outstanding voting securities" of the Trust, unless either such
additional approval shall be required by any other applicable law or otherwise.
13. The Adviser shall furnish any state insurance commissioner with
such information or reports in connection with the services provided under this
Agreement as the Commissioner may request in order to ascertain whether variable
life insurance or variable annuity operations are being conducted in accordance
with applicable law or regulations. The Trust shall own and shall be open to
inspection, audit and photocopying during regular business hours by the
Trustees, officers, counsel and auditors of the Trust.
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14. The Trust may terminate this Agreement with respect to the Trust
or to any Series upon 60 days' written notice to the Adviser at any time,
without the payment of any penalty, by vote of the Trustees or, as to each
Series, by a "vote of the majority of the outstanding voting securities" of such
Series. The Adviser may terminate this Agreement upon 60 days' written notice to
the Trust, without the payment of any penalty. This Agreement shall immediately
terminate in the event of its "assignment".
15. The terms "majority of the outstanding voting securities",
"interested persons" and "assignments", when used herein, shall have the
respective meanings in the Investment Company Act of 1940, as amended.
16. It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents or employees of the Trust personally, but bind only the trust
property of the Trust, as provided in the Declaration of Trust. The execution
and delivery of this Agreement have been authorized by the Trustees and, as
necessary, shareholders of the Trust and signed by the President of the Trust,
acting as such, and neither such authorization by such Trustees or shareholders
nor such execution and delivery by such officer shall be deemed to have been
made by any of them individually or be binding upon or impose any liability on
any of them personally, but shall bind only the trust property of the Trust as
provided in its Declaration of Trust. The Declaration of Trust, as amended, is
or shall be on file with the Secretary of The Commonwealth of Massachusetts.
17. This Agreement shall be construed and the rights and obligations
of the parties hereunder enforced in accordance with the laws of the State of
Connecticut.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first written
above.
THE PHOENIX EDGE SERIES FUND
By: /s/ Xxxxx X. Xxx
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Xxxxx X. Xxx
President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President
