EXHIBIT 23(d)1(3)f
SIXTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
SIXTH 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 Variable Advisors,
Inc., a Delaware corporation having a place of business located at One American
Row, Hartford, Connecticut (the "Adviser").
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, and February 10, 2003 (collectively, the
"Agreement"), pursuant to which the Advisor agreed to provide certain investment
advisory and related services to the Trust.
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.
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 18 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. 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 above the Adviser's name 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 9th day of May, 2003.
THE PHOENIX EDGE SERIES FUND
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
PHOENIX VARIABLE ADVISORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President / Compliance Officer
