Exhibit 23(d)2(12)b
First Amendment to Amended and Restated
Subadvisory Agreement between
Phoenix Variable Advisors, Inc.
and
Massachusetts Financial Services Company ("MFS")
dated 11/11/03
FIRST AMENDMENT TO
AMENDED AND RESTATED
SUBADVISORY AGREEMENT
THE PHOENIX EDGE SERIES FUND
THIS AMENDMENT made as of this 11th day of November, 2003 by and
between Massachusetts Financial Services Company, a Delaware corporation having
a place of business located at 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000 doing
business as MFS Investment Management ("Subadviser") and Phoenix Variable
Advisors, Inc., a Delaware corporation having a place of business located at Xxx
Xxxxxxxx Xxx, Xxxxxxxx, Xxxxxxxxxxx 00000-0000 ("Adviser").
W I T N E S S E T H:
WHEREAS, Adviser and Subadviser are parties to that certain Amended and
Restated Subadvisory Agreement dated February 13, 2003 (the "Agreement")
pursuant to which Subadviser furnishes portfolio management services for the
Phoenix-MFS Investors Growth Stock Series, Phoenix-MFS Investors Trust Series,
and Phoenix-MFS Value Series of The Phoenix Edge Series Fund (the "Fund");
WHEREAS, the parties mutually desire to amend the Agreement and agree
that the amendments will be effective as of August 1, 2003.
NOW, THEREFORE, the parties mutually agree that the Agreement is hereby
amended as follows:
1. Section 11(C) and item D of Schedule A of the Agreement are hereby
amended to add the following sub-paragraph:
The Sub-Adviser agrees to automatically provide, with substantially
similar frequency and detail as provided to its other clients and proprietary
funds, any written reports summarizing material or immaterial violations of the
Massachusetts Financial Services Company MFS Funds Statement of Policy on
Personal Securities Transactions ("MFS Code of Ethics") which involve Access
Persons (as defined in the MFS Code of Ethics) that provide advisory services to
the Fund.
2. Schedule C of the Agreement, and all references thereto set forth
in section 7 of the Agreement, are hereby deleted and replacement Schedule C
attached hereto and made a part hereof, is hereby substituted in lieu thereof.
3. Except as herein above modified, all other terms and provisions of
the Agreement shall be and remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have hereunto set their respective
hands and seals as of the day and year first above written.
MASSACHUSETTS FINANCIAL PHOENIX VARIABLE ADVISORS, INC.
SERVICES COMPANY
By: /s/ By: /s/ Xxxxxx X. Xxxxxx
---------------------------- ----------------------------
Title: Title: Vice President
AMENDED
-------
SCHEDULE C
----------
DATED AS OF AUGUST 1, 2003NK
SUBADVISORY FEE
For services provided to the Fund pursuant to paragraph 3 hereof, the Adviser
will pay to the Subadviser, on or before the 10th day of each month, a fee,
payable in arrears, at the annual rates stated below, commencing on August 1,
2003:
Rate(s) Breakpoint based
------- on average of all
net assets of the
three Series under
management
----------
0.400% $0 - $500 million
0.375% next $400 million
0.350% next $600 million
0.250% Excess over $1.5 billion
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
Subadviser, the net asset value of each Series shall be valued as set forth in
the then current registration statement of the Fund. Payment of the monthly
management fee will be accompanied by documentation that verifies the
calculation of such fee.
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