SECOND AMENDMENT TO SUBADVISORY AGREEMENT
Exhibit 28(d)2(8)b
Second Amendment to Subadvisory Agreement between Phoenix Variable Advisors, Inc. and Xxxxxx
Xxxxxxx Investment Management Inc. d/b/a Xxx Xxxxxx on behalf of Phoenix-Xxx Xxxxxx Equity 500
Index Series
SECOND AMENDMENT TO SUBADVISORY AGREEMENT
THIS AMENDMENT made as of the 1st day of December 2008 between Phoenix Variable Advisors, Inc. (the “Advisor” or “PVA”), a corporation organized under the laws of the state of Delaware, and Xxxxxx Xxxxxxx Investment Management Inc., d/b/a/ Xxx Xxxxxx (“Subadvisor”), a corporation organized under the laws of the State of Delaware.
RECITALS
The Advisor and Subadvisor entered into a Subadvisory Agreement effective as of September 1, 2006, and amended October 1, 2007 (the “Agreement”), pursuant to which the Subadvisor agreed to provide certain subadvisory and related services to the Advisor.
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.
As permitted by the Order, effective December 1, 2008, PVA will reduce the advisory fee on the Phoenix Xxx Xxxxxx Equity 500 Index Series which is advised by Xxx Xxxxxx (“Xxx Xxxxxx”) (also known as Xxxxxx Xxxxxxx Investment Management Inc., doing business in certain instances as “Xxxxxx Xxxxxxxx”, “Xxx Xxxxxx” or “Xxxxxx Xxxxxxx Asset Management”). The fee reduction was approved by a majority of the Trust’s Board of Trustees who are not “interested persons,” as defined by section 2(a) (19) of the Act at a meeting held November 17-18, 2008. The Trust’s shareholders will be notified of the Amendment either by a revised prospectus or supplement within a reasonable period of time before or after the fee change. The Advisor will not reduce the quality or quantity of its services and its obligations will remain the same in all respects.
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 9 of the Agreement is hereby amended in order to reflect that the Subadvisor shall be compensated for its services in connection with each Series in accordance with the rates set forth in Schedule C.
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. All initial capitalized terms used herein shall have such meaning as ascribed thereto in the Agreement, as amended.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment through their undersigned duly elected officers as of this the 1st day of December, 2008.
| THE PHOENIX EDGE SERIES FUND | ||
| By | /s/ Xxxx Xxxxxxx X’Xxxxxxx | |
| 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 | |
ACCEPTED:
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Managing Director |
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SCHEDULE C
SUBADVISORY FEE
For services provided to the Fund, the Advisor will pay to the Subadvisor, on or before the 10th day of each month, a fee, payable in arrears, at the annual rate stated below. The fees shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadvisor, the net asset value of the Fund and each Designated Series shall be valued as set forth in the then current registration statement of the Fund.
Phoenix-Xxx Xxxxxx Equity 500 Index Series:
0.10% on the first $100 million of average net assets;
0.085% on average net assets in excess of $100 million.
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