EXHIBIT 23 (d)1(3)g
SEVENTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
SEVENTH 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 and May 9, 2003
(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.
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 May
16, 2005, Phoenix-Seneca Mid-Cap Growth Series was renamed Phoenix Mid-Cap
Growth Series and Phoenix-Seneca Strategic Theme Series was renamed Phoenix
Strategic Theme Series. On August 12, 2005, the Advisor replaced Seneca Capital
Management LLC with Xxxxxxx Xxxxxxxx Management LLC, as subadvisor for the
Phoenix Mid-Cap Growth Series and Phoenix Strategic Theme Series, pursuant to
its powers under the Order. The Trust now wishes to delete all references to the
Phoenix-Seneca Mid-Cap Growth Series and Phoenix-Seneca Strategic Theme Series
as being subject to the Agreement.
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-7.
2. Schedule A to the Agreement is hereby amended so as to delete any
reference to "Phoenix-Seneca Mid-Cap Growth Series" and "Phoenix-Seneca
Strategic Theme Series" and replace the name "Phoenix Mid-Cap Growth Series" and
"Phoenix Strategic Theme Series" therefor, effective as of August 12, 2005.
3. 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-7.
4. 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 12th day of
August, 2005.
THE PHOENIX EDGE SERIES FUND
By: /s/ Xxxx X. X'Xxxxxxx
---------------------------------
Name: Xxxx X. 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-7
Series Investment Advisory Fee
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Phoenix Mid-Cap Growth Series 0.80% on all Series assets
Phoenix Strategic Theme Series 0.75% on first $250 million of Series assets
0.70% on next $250 million of Series assets
0.65% on Series assets in excess of $500 million
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