Exhibit 6(a)(6)
Fifth Amendment to Investment Advisory Agreement
FIFTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
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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 "Fund") and Phoenix Investment Counsel,
Inc., a Massachusetts corporation having a place of business located at 00
Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx (the "Adviser").
RECITALS
The parties mutually desire to amend the Agreement as follows:
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 C to the Agreement is hereby deleted in its entirety and
Schedule C attached hereto substituted in its place.
2. Except as expressly amended hereby, all provisions of the Agreement
remain in full force and effect and are unchanged in all other
respects. All initial capitalized terms used herein shall have such
meaning as ascribed thereto in the Agreement, as amended. All terms and
phrases in quotations shall have such meaning as ascribed thereto in
the Investment Company Act of 1940, as amended.
3. This Amendment shall become effective on the date first accepted by the
Adviser which date is set forth on the signature page hereof.
4. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original and, all of which, when taken
together, shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto intending to be legally bound
have caused this Amendment to be executed by their duly authorized officers or
other representatives as of this 12th day of August, 2003.
THE PHOENIX EDGE SERIES FUND
By: /s/ Xxx Xxx Xxxxxxx
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Name: Xxx Xxx Xxxxxxx
Title: President
PHOENIX INVESTMENT COUNSEL, INC.
By:/s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
FEE SCHEDULE
SERIES INVESTMENT ADVISORY FEES
First Next Over
$250 million $250 million $500 million
Phoenix-Xxxxxxx Multi-Sector Short Term Bond Series 0.50% 0.45% 0.40%
