FIRST 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 Fund and Adviser entered into an Investment Advisory Agreement
dated August 10, 2000, as amended (collectively, the "Agreement"), on behalf of
the Phoenix-Xxxxxxxx Small & Mid-Cap Growth Series, pursuant to which the
Adviser agreed to provide certain investment advisory and related services to
the Fund.
The parties mutually desire to amend the Agreement to reflect the
Adviser's existing duties to vote proxies on behalf of series of the Fund
managed by the Adviser and to reflect the Adviser's existing investment program
designed to manage cash, cash equivalents and short-term investments for each
such 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. Section 17 is hereby added as follows:
"Proxies. The Adviser has, and shall continue to, review all proxy
solicitation materials and be responsible for voting and handling all
proxies in relation to the assets under management by the Adviser in
accordance with such policies and procedures adopted or approved by the
Fund from time to time. Unless otherwise instructed by the Fund, the
Adviser may delegate such duties to one or more Subadvisors who will,
in compliance with the proxy voting procedures of the Fund then in
effect or approved by the Fund, vote or abstain from voting, all
proxies solicited by or with respect to the issuers of securities in
which assets of the Series may be invested. In the event that the
Adviser exercises said delegation, it shall cause the Custodian to
forward promptly to the Subadvisor all proxies upon receipt, so as to
afford the Subadvisor a reasonable amount of time in which to determine
how to vote such proxies. The Adviser shall cause such Subadvisor to
provide the Adviser with quarterly proxy voting reports in such form as
the Adviser may request from time to time, which reports shall then be
presented to the Fund."
2. Section 4 is hereby amended to include the following language:
"With respect to managing the investment and reinvestment of the
Series' assets, the Adviser may, at its election, provide, at its own
expense, among other things, implementation of an investment program
designed to manage cash, cash equivalents and short-term investments
for a Series with respect to assets not designated from time to time to
be managed by a subadvisor to any Series".
3. 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.
4. This Amendment shall become effective on the date first accepted by the
Adviser which date is set forth above the Adviser's name on the
signature page hereof.
5. 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 November, 2002.
THE PHOENIX EDGE SERIES FUND
By: /s/ Xxxxx X. Xxx
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Name: Xxxxx X. Xxx
Title: President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
