EXHIBIT 23 (d) (1) (3) (h)
EIGHTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
EIGHTH 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 Variable Advisors,
Inc., a Delaware corporation having a place of business located at One American
Row, Hartford, Connecticut (the "Advisor").
RECITALS
The Trust and Advisor entered into an Investment Advisory Agreement
effective as of December 14, 1999, and amended as of July 5, 2000, September 28,
2000, October 29, 2001, August 9, 2002, February 10, 2003, May 9, 2003 and
August 12, 2005 (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 pursuant to a
duly executed amendment to Schedule A to the Agreement. The Trust now wishes to
subject those Additional Series described in Schedule A-8 attached hereto and
made a part hereof to the terms and conditions set forth in the Agreement.
Under a certain exemptive order issued by the Securities and Exchange
Commission on August 6, 2002, Release No. 25693 (the "Order"), the Advisor has
been granted the authority, subject to the approval of the Trust's Board of
Trustees, to enter into subadvisory agreements with subadvisors, materially
amend existing subadvisory agreements, and approve new subadvisory agreements
with existing subadvisors in cases where the subadvisory agreement has been
terminated as a result of an "assignment", in each case without such subadvisory
agreement being approved by the shareholders of the applicable series. Effective
May 1, 2006, Phoenix Variable Advisors, Inc. ("PVA") assumed investment advisory
responsibility from Xxxxxxxx Asset Management ("EAM") for the Phoenix-Xxxxxxxx
Value Equity Series. As permitted by the Order, also effective May 1, 2006, PVA
retained Xxx Xxxxxx ("Xxx Xxxxxx") as subadvisor to the series. (Xxxxxx Xxxxxxx
Investment Management Inc., does business in certain instances as "Xxxxxx
Xxxxxxxx", "Xxx Xxxxxx" or "Xxxxxx Xxxxxxx Asset Management"). Commensurated
with the change in advisor, and the addition of a new subadvisor, the name of
the series has been changed from Phoenix-Xxxxxxxx Value Equity Series to
Phoenix-Xxx Xxxxxx Xxxxxxxx Series.
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 hereby amended so as to reflect the
inclusion of the Series, as more particularly described in Schedule A-8.
2. Schedule A to the Agreement is hereby amended so as to delete any
reference to "Phoenix-Xxxxxxxx Value Equity Series" and replace the name with
"Phoenix-Xxx Xxxxxx Xxxxxxxx Series" therefor, effective as of May 1, 2006.
3. Section 8 of the Agreement is hereby amended in order to reflect that the
Advisor shall be compensated for its services in connection with each Series in
accordance with the rates set forth in Schedule A-8.
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.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment through
their undersigned duly elected officers as of this the 1st day of May, 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 VARIABLE ADVISORS, INC.
By: /s/ Xxxx X. Xxxxx
---------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President and Secretary
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SCHEDULE A-8
Series Investment Advisory Fee
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Phoenix-Xxx Xxxxxx Xxxxxxxx Series 0.70% on the first $250 million of Series assets
0.65% on the next $250 million of Series assets
0.60% on the Series assets in excess of $500 million
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