Exhibit 23(d)8(a)
Amendment to Subadvisory Agreement between
Phoenix Variable Advisors, Inc.
and Xxxxxx Xxxxxxx Investment Management Inc.
d/b/a Xxx Xxxxxx, to substitute Schedule C
AMENDMENT TO SUBADVISORY AGREEMENT
THIS AMENDMENT made as of the 1st day of October 2007 between Phoenix
Variable Advisors, Inc. (the "Advisor" or "PVA"), a corporation organized under
the laws of the state of Delaware, and Xxxxxx Xxxxxxx Investment Management
Inc., d/b/a/ Xxx Xxxxxx ("Subadvisor"), a corporation organized under the laws
of the State of Delaware.
RECITALS
The Advisor and Subadvisor entered into a Subadvisory Agreement
effective as of September 1, 2006 (the "Agreement"), pursuant to which the
Subadvisor agreed to provide certain subadvisory and related services to the
Advisor.
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.
As permitted by the Order, effective October 1, 2007, PVA will lower
the advisory fee on the Phoenix Xxx Xxxxxx Equity 500 Index Series (previously
known as "Phoenix-Alliance/Xxxxxxxxx Enhanced Index Series") which is advised by
Xxx Xxxxxx ("Xxx Xxxxxx") (also known as Xxxxxx Xxxxxxx Investment Management
Inc., doing business in certain instances as "Xxxxxx Xxxxxxxx", "Xxx Xxxxxx" or
"Xxxxxx Xxxxxxx Asset Management"). The fee reduction was approved by a majority
of the Trust's Board of Trustees who are not "interested persons," as defined by
section 2(a) (19) of the Act at a meeting held August 20, 2007. The Trust's
shareholders will be notified of the Amendment either by a revised prospectus or
supplement within a reasonable period of time before or after the fee change.
The Advisor will not reduce the quality or quantity of its services and its
obligations will remain the same in all respects.
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 9 of the Agreement is hereby amended in order to reflect that
the Subadvisor shall be compensated for its services in connection with
each Series in accordance with the rates set forth in Schedule C.
2. 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
through their undersigned duly elected officers as of this the 1st day of
October 2007.
THE PHOENIX EDGE SERIES FUND
By /s/ Xxxx Xxxxxxx X'Xxxxxxx
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Name: Xxxx Xxxxxxx X'Xxxxxxx
Title: Senior Vice President
PHOENIX VARIABLE ADVISORS, INC.
By /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President and Secretary
ACCEPTED:
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Managing Director
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SCHEDULE C
SUBADVISORY FEE
For services provided to the Fund, the Advisor will pay to the Subadvisor, on or
before the 10th day of each month, a fee, payable in arrears, at the annual rate
stated below. 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 Subadvisor, the net asset value of the Fund and each Designated
Series shall be valued as set forth in the then current registration statement
of the Fund.
Phoenix-Xxx Xxxxxx Equity 500 Index Series:
0.15% on the first $100 million of average net assets;
0.135% on average net assets in excess of $100 million.
Phoenix-Xxx Xxxxxx Equity 500 Index Series was previously known as
Phoenix-Alliance /Xxxxxxxxx Enhanced Index Series.
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