Exhibit h(8)(2)(a)
FIRST AMENDMENT TO EXPENSE LIMITATION AGREEMENT
BETWEEN PESF AND PIC
FIRST AMENDMENT TO EXPENSE LIMITATION AGREEMENT
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THIS AMENDMENT dated effective October 20, 2006, amends that certain
Expense Limitation Agreement dated effective September 1, 2006 by and between
The Phoenix Edge Series Fund, a Massachusetts business trust (the "Registrant"),
on behalf of each series of the Registrant listed in Appendix A, as may be
amended from time to time (each a "Fund" and collectively, the "Funds"), and the
Advisor of each of the Funds, Phoenix Investment Counsel, Inc., a Massachusetts
corporation (the "Advisor").
RECITALS
WHEREAS, the Advisor renders advice and services to the Funds pursuant
to the terms and provisions of one or more Investment Advisory Agreements
entered into between the Registrant and the Advisor (the "Advisory Agreement");
and
WHEREAS, effective October 20, 2006, Phoenix Investment Counsel, Inc.
assumed investment advisory responsibility from Xxxxxxxx Asset Management for
Phoenix-Xxxxxxxx Growth and Income Series, the name of the series has been
changed from Phoenix-Xxxxxxxx Growth and Income Series to Phoenix Growth and
Income Series; and
WHEREAS, effective October 20, 2006 the names of the series
Phoenix-Xxxxxxxx Strategic Allocation Series changed to Phoenix Strategic
Allocation Series; Phoenix-Xxxxxxx Money Market Series changed to Phoenix Money
Market Series; Phoenix-Xxxxxxx Multi-Sector Fixed Income Series changed to
Phoenix Multi-Sector Fixed Income Series; and Phoenix-Xxxxxxx Multi-Sector Short
Term Bond Series changed to Phoenix Multi-Sector Short Term Bond Series; and
WHEREAS, effective October 27, 2006 Phoenix-Kayne Rising Dividends
Series merged into another series of the Fund, Phoenix Growth and Income Series;
and
WHEREAS, effective October 27, 2006 Phoenix-Xxxxxxxx Small-Cap Growth
Series and Phoenix-Kayne Small-Cap Quality Value Series merged into another
series of the Fund, Phoenix-Xxxxx Small Cap Growth Series, which is advised by
Phoenix Variable Advisors, Inc.; and
WHEREAS, the Advisor desires to maintain the expenses of each Fund at a
level below the level to which each such Fund might otherwise be subject; and
WHEREAS, the Advisor understands and intends that the Registrant will
rely on this Agreement in preparing post-effective amendments to the
Registrant's registration statement on Form N-1A and in accruing the expenses of
the Registrant for purposes of calculating net asset value and for other
purposes, and expressly permits the Registrant to do so.
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. Schedule A to the Agreement is amended to reflect the following
changes: (a) Phoenix-Xxxxxxxx Growth and Income Series, now known as
Phoenix Growth and Income Series; (b) Phoenix-Xxxxxxxx Strategic
Allocation Series, now known as Phoenix Strategic Allocation Series;
(c) Phoenix-Xxxxxxx Money Market Series, now known as Phoenix Money
Market Series; (d) Phoenix-Xxxxxxx Multi-Sector Fixed Income Series,
now known as Phoenix Multi-Sector Fixed Income Series; and (e)
Phoenix-Xxxxxxx Multi-Sector Short Term Bond Series, now known as
Phoenix Multi-Sector Short Term Bond Series.
2. Schedule A to the Agreement is hereby amended to reflect the deletion
of Phoenix-Xxxxxxxx Small-Cap Growth Series, Phoenix-Kayne Small-Cap
Quality Value Series and Phoenix-Kayne Rising Dividends Series due to
mergers.
3. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
through their undersigned duly elected officers as of this __5th___ day of
___December_______, 2006.
THE PHOENIX EDGE SERIES FUND
By: /s/ Xxxx Xxxxxxx X'Xxxxxxx
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Name: Xxxx Xxxxxxx X'Xxxxxxx
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President and Clerk
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APPENDIX A
(October 20, 2006)
THE PHOENIX EDGE SERIES FUND TOTAL FUND OPERATING
EXPENSE LIMIT
Phoenix-Aberdeen International Series 0.30%
Phoenix Capital Growth Series 0.25%
Phoenix Growth and Income Series (previously known as 0.15%
Phoenix-Xxxxxxxx Growth and Income Series)
Phoenix Money Market Series 0.25%
Phoenix Multi-Sector Fixed Income Series 0.25%
Phoenix Multi-Sector Short Term Bond Series 0.20%
Phoenix Strategic Allocation Series 0.25%
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