FIFTH 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 and August 9, 2002 (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-5 attached hereto and made a part hereof to the terms and conditions set forth
in the Agreement.
At a meeting held on February 10, 2003, the Trustees of the Trust,
including the independent trustees, unanimously approved an Agreement and Plan
of Reorganization that would effect the reorganization of the Phoenix-MFS
Investors Growth Stock Series into the Phoenix-Janus Growth Series and the
Phoenix-Xxx Xxxxxx Focus Equity Series into the Phoenix-Janus Growth Series. At
a Special Meeting of Shareholders held on February 14, 2003, the requisite
majority of the affected owners of a variable annuity or variable life insurance
contract issued by Phoenix Life Insurance Company, or its affiliated insurance
companies, approved the Agreement and Plan of Reorganization. Accordingly, on
February 14, 2003, all or substantially all of the assets of the Phoenix-MFS
Investors Growth Stock Series and the Phoenix-Xxx Xxxxxx Focus Equity Series
were transferred to the Phoenix-Janus Growth Series in exchange solely for
shares of beneficial interest in the Phoenix-Janus Growth Series and the
assumption by the Phoenix-Janus Growth Series of all known liabilities of the
MFS Investors Growth Stock Series and the Phoenix-Xxx Xxxxxx Focus Equity
Series.
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. On
February 13, 2003, the Adviser replaced Janus Capital Management LLC with
Massachusetts Financial Services Company, (doing business as MFS Investment
Management), as subadviser for the Phoenix-Janus Growth Series, pursuant to its
powers under the Order. On February 14, 2003, the Phoenix-Janus Growth Series
was renamed Phoenix-MFS Investors Growth Stock Series. The Trust now wishes to
delete all references to the Phoenix-Janus Growth Series and Phoenix-Xxx Xxxxxx
Focus Equity Series as being subject to the Agreement.
The Adviser has used the powers pursuant to said Order, permitting the
Advisor to replace X.X. Xxxxxx Investment Management, Inc. as subadvisor to the
Phoenix-X.X. Xxxxxx Research Enhanced Index Series with Alliance Capital
Management L.P. Thereafter, the series was renamed as the
"Phoenix-Alliance/Xxxxxxxxx Enhanced Index Series". This action was approved by
the Trust's Board of Trustees at its November 12, 2002 meeting. The Trust now
wishes to amend all references to the name Phoenix-X.X. Xxxxxx Research
Enhanced Index Series so as to reflect the new series name
"Phoenix-Alliance/Xxxxxxxxx Enhanced Index Series", effective as of January 31,
2003.
Northern Trust Investments, Inc. ("NTI"), an investment corporation
organized under the laws of the State of Illinois, and Deutsche Asset
Management, Inc. ("DAMI"), have entered into a definitive agreement wherein the
passive index portfolio management team at DAMI was lifted out and sold to NTI
on January 31, 2003. The Advisor, acting under its powers pursuant to the Order,
replaced DAMI with NTI as subadvisor to the Phoenix-Deutsche Dow 30 Series and
Phoenix-Deutsche Nasdaq-100 Index(R) Series on January 31, 2003. Thereafter, the
series were renamed as the Phoenix-Northern Dow 30 Series and Phoenix-Northern
Nasdaq-100 Index Series. At their regular meeting on November 12, 2002, the
Trustees of the Trust unanimously approved this action. The Trust now wishes to
amend all references to name of the Phoenix-Deutsche Dow 30 Series and
Phoenix-Deutsche Nasdaq-100 Index(R) Series so as to reflect the new series name
"Phoenix-Northern Dow 30 Series," and "Phoenix-Northern Nasdaq-100 Index(R)
Series, effective as of January 31, 2003.
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-5.
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2. Schedule A to the Agreement is hereby amended so as to delete any
reference to Phoenix-Deutsche Dow 30 Series and Phoenix-Deutsche Nasdaq-100
Index(R) Series and replace the name "Phoenix-Northern Dow 30 Series" and
"Phoenix-Northern Nasdaq-100 Index(R) Series" therefor, effective as of January
31, 2003.
3. Schedule A to the Agreement is hereby amended so as to delete any
reference to Phoenix-X.X. Xxxxxx Research Enhanced Index Series and replace the
name "Phoenix-Alliance/Xxxxxxxxx Enhanced Index Series" therefor, effective as
of January 31, 2003.
4. Schedule A to the Agreement is hereby amended so as to delete any
reference to Phoenix-Janus Growth Series and Phoenix-Xxx Xxxxxx Focus Equity
Series, effective as of February 14, 2003.
5. 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-5.
6. 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 10th day of
February, 2003.
THE PHOENIX EDGE SERIES FUND
By: /s/ Xxxxx X. Xxx
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Name: Xxxxx X. Xxx
Title: President
PHOENIX VARIABLE ADVISORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President / Compliance Officer
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SCHEDULE A-5
Series Investment Advisory Fee
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Phoenix-Alliance/Xxxxxxxxx Enhanced Index Series .45%
Phoenix-Northern Dow 30 Series .35%
Phoenix-Northern Nasdaq-100 Index(R)Series .35%
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