Exhibit 23(h)8(1)(a)
First Amendment to Expense
Limitation Agreement between
The Phoenix Edge Series Fund
and Phoenix Variable Advisors, Inc.
FIRST AMENDMENT
EXPENSE LIMITATION AGREEMENT
THE PHOENIX EDGE SERIES FUND
This First Amendment dated effective August 1, 2007 amends that certain
Expense Limitation Agreement dated as of September 1, 2006 (the "Agreement") 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 Variable Advisors, Inc.,
a Delaware corporation (the "Advisor").
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 August 1, 2007, the Advisor assumed investment
responsibility from Duff & Xxxxxx Investment Management Company for Phoenix-Duff
& Xxxxxx Real Estate Securities Series and Phoenix Investment Counsel, Inc. for
Phoenix-Aberdeen International Series, Phoenix Capital Growth Series, Phoenix
Growth and Income Series, Phoenix Money Market Series, Phoenix Multi-Sector
Fixed Income Series, Phoenix Multi-Sector Short Term Bond Series and Phoenix
Strategic Allocation Series; 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, the parties hereto agree to substitute Appendix A as
follows adding various Funds:
1. Appendix A to the Agreement is hereby amended to reflect the
addition of Phoenix-Aberdeen International Series, Phoenix
Capital Growth Series, Phoenix-Duff & Xxxxxx Real Estate
Securities Series, Phoenix Growth and Income Series, Phoenix
Money Market Series, Phoenix Multi-Sector Fixed Income Series,
Phoenix Multi-Sector Short Term Bond Series, and Phoenix
Strategic Allocation Series due to a change in Advisor.
2. 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 caused this Agreement to be
duly executed and attested by their duly authorized officers.
THE PHOENIX EDGE SERIES FUND PHOENIX VARIABLE ADVISORS, INC.
By: /s/ Xxxx Xxxxxxx X'Xxxxxxx By: /s/ Xxxx X. Xxxxx
--------------------------------- -------------------------------
Xxxx Xxxxxxx O'Xxxxxxx Xxxx X. Xxxxx
Senior Vice President Vice President and Secretary
APPENDIX A
(AUGUST 1, 2007)
THE PHOENIX EDGE SERIES FUND TOTAL FUND OPERATING
EXPENSE LIMIT
Phoenix-Aberdeen International Series 0.30%
Phoenix Capital Growth Series 0.25%
Phoenix-Duff & Xxxxxx Real Estate Securities Series 0.35%
Phoenix Growth and Income Series 0.15%
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%
