Exhibit 23(d)1(i)
Ninth Amendment to Investment Advisory Agreement
between The Phoenix Edge Series Fund
and Phoenix Variable Advisors, Inc.
covering Phoenix-Xxx Xxxxxx Equity 500 Index Series
NINTH 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 and May 1, 2006 (collectively, the "Agreement"), pursuant to
which the Advisor agreed to provide certain investment advisory and related
services to the Trust.
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 October 1, 2007, Phoenix Variable
Advisors, Inc. ("PVA") will lower the advisory fee on the Phoenix Xxx Xxxxxx
Equity 500 Index Series (previously known as "Phoenix Alliance/Xxxxxxxxx
Enhanced 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 August 20, 2007. 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 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-9.
2. Schedule A-9 to the Agreement is hereby amended so as to delete any
reference to "Phoenix Alliance/Xxxxxxxxx Equity Index Series" and replace the
name with "Phoenix-Xxx Xxxxxx Equity 500 Index Series". The Board of Trustees
effective as of May 15, 2006 changed the name.
3. 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 October 2007.
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
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SCHEDULE A-9
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Series Investment Advisory Fee
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Phoenix-Xxx Xxxxxx Equity 500 Index Series 0.35%
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