FOURTH 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 and October 29, 2001 (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-4 attached hereto and
made a part hereof to the terms and conditions set forth in the Agreement.
At a meeting held on November 13, 2001, 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-Janus Core
Equity Series (formerly known as the "Phoenix-Janus Equity Income Series") into
the Phoenix-Janus Growth Series, another series of Trust. At a Special Meeting
of Shareholders held on March 18, 2002, 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 March 22, 2002, all or
substantially all of the assets of the Phoenix-Janus Core 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 Phoenix-Janus Core
Equity Series. The Trust now wishes to delete all references to the
Phoenix-Janus Core Equity Series as being subject to the Agreement.
In April, 2001, the asset management division of Xxxxxx Xxxxxxx Xxxx
Xxxxxx & Company and Xxx Xxxxxx Investments, Inc. underwent a corporate
reorganization wherein, among other things, a decision was reached to market
third-party advisory arrangements, such as those currently offered to the Trust,
under the trade name "Xxx Xxxxxx". At the request of Xxxxxx Xxxxxxx, on May 10,
2002, the Trustees of the Trust unanimously approved the modification of the
name of the Phoenix-Xxxxxx Xxxxxxx Focus Equity Series to the "Phoenix-Xxx
Xxxxxx Focus Equity Series" effective as of May 1, 2002. The Trust now wishes to
amend all references to name of the Phoenix-Xxxxxx Xxxxxxx Focus Equity Series
so as to reflect the new series name "Phoenix-Xxx Xxxxxx Focus Equity Series,"
effective as of May 1, 2002.
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 Additional Series, as more particularly described in
Schedule A-4.
2. Schedule A to the Agreement is hereby amended so as to delete any
reference to Phoenix-Janus Core Equity Series (formerly known as the
"Phoenix-Janus Equity Income Series"), effective as of March 22, 2002.
3. Schedule A to the Agreement is hereby amended so as to delete any
reference to Phoenix-Xxxxxx Xxxxxxx Focus Equity Series and replace the
name "Phoenix-Xxx Xxxxxx Focus Equity Series" therefor effective as of
May 1, 2002.
4. 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 Additional Series in accordance with the rates set forth in
Schedule A-4.
5. 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 9th day of
August, 2002.
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
SCHEDULE A-4
Series Investment Advisory Fee
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Phoenix-Lord Xxxxxx Large-Cap Value Series 0.75%
Phoenix-Lord Xxxxxx Mid-Cap Value Series 0.85%
Phoenix-Lord Xxxxxx Bond-Debenture Series 0.75%
Phoenix-Lazard International Equity Select Series 0.90%
Phoenix-Lazard Small-Cap Value Series 0.90%
Phoenix-Lazard U.S. Multi-Cap Series 0.80%
Phoenix-State Street Research Small-Cap Growth Series 0.85%
