Exhibit 23(d)2(a)
First Amendment to Investment Advisory Agreement
between The Phoenix Edge Series Fund
and Phoenix Variable Advisors, Inc.
on behalf of Phoenix Dynamic Asset Allocation Series: Aggressive Growth,
Phoenix Dynamic Asset Allocation Series: Growth,
Phoenix Dynamic Asset Allocation Series: Moderate
and Phoenix Dynamic Asset Allocation Series: Moderate Growth
FIRST 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 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.
At a meeting held on February 26, 2008, Trustees of the Trust,
including the disinterested trustees, replaced Standard and Poor's Investment
Advisory Services LLC with Ibbotson Associates, Inc. as the subadvisor for the
Phoenix-S&P Dynamic Asset Allocation Series: Aggressive Growth, Phoenix-S&P
Dynamic Asset Allocation Series: Growth, Phoenix-S&P Dynamic Asset Allocation
Series: Moderate, and Phoenix-S&P Dynamic Asset Allocation Series: Moderate
Growth, pursuant to the Order. During the meeting, Phoenix-S&P Dynamic Asset
Allocation Series: Aggressive Growth was renamed Phoenix Dynamic Asset
Allocation Series: Aggressive Growth; Phoenix-S&P Dynamic Asset Allocation
Series: Growth was renamed Phoenix Dynamic Asset Allocation Series: Growth;
Phoenix-S&P Dynamic Asset Allocation Series: Moderate was renamed Phoenix
Dynamic Asset Allocation Series: Moderate; and Phoenix-S&P Dynamic Asset
Allocation Series: Moderate Growth was renamed Phoenix Dynamic Asset Allocation
Series: Moderate Growth.
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-1.
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2. Schedule A-1 to the Agreement is hereby amended so as to delete any
reference to "Phoenix-S&P Dynamic Asset Allocation Series: Aggressive Growth,
Phoenix-S&P Dynamic Asset Allocation Series: Growth, Phoenix-S&P Dynamic Asset
Allocation Series: Moderate, and Phoenix-S&P Dynamic Asset Allocation Series:
Moderate Growth" and replace the name(s) with "Phoenix Dynamic Asset Allocation
Series: Aggressive Growth, Phoenix Dynamic Asset Allocation Series: Growth,
Phoenix Dynamic Asset Allocation Series: Moderate, and Phoenix Dynamic Asset
Allocation Series: Moderate Growth".
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 3rd day of March
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
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SCHEDULE A-1
------------
ANNUAL INVESTMENT
SERIES ADVISORY FEE
------ ------------
Phoenix Dynamic Asset Allocation Series: Aggressive Growth 0.40%
Phoenix Dynamic Asset Allocation Series: Growth 0.40%
Phoenix Dynamic Asset Allocation Series: Moderate 0.40%
Phoenix Dynamic Asset Allocation Series: Moderate Growth 0.40%
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