EXHIBIT 23 (d) (1) (1) (g)
SEVENTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
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SEVENTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
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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 "Fund") and Phoenix Investment Counsel,
Inc., a Massachusetts corporation having a place of business located at 00
Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx (the "Adviser").
RECITALS
The parties mutually desire to amend the Agreement as follows:
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. Any and all reference to the Phoenix-Seneca Strategic Theme Series
shall hereby be deleted.
2. Except as expressly amended hereby, all provisions of the Agreement
remain in full force and effect and are unchanged in all other
respects. All initial capitalized terms used herein shall have such
meaning as ascribed thereto in the Agreement, as amended. All terms and
phrases in quotations shall have such meaning as ascribed thereto in
the Investment Company Act of 1940, as amended.
3. This Amendment shall become effective on the date first accepted by the
Adviser which date is set forth on the signature page hereof.
4. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original and, all of which, when taken
together, shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto intending to be legally bound
have caused this Amendment to be executed by their duly authorized officers or
other representatives as of this 12th day of August, 2005.
THE PHOENIX EDGE SERIES FUND
By: /s/ Xxxx X. X'Xxxxxxx
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Name: Xxxx X. 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
