EXHIBIT 23(d)(2)(8)(a)
FIRST AMENDMENT TO
SUBADVISORY AGREEMENT
THE PHOENIX EDGE SERIES FUND
FIRST AMENDMENT TO
SUBADVISORY AGREEMENT
THE PHOENIX EDGE SERIES FUND
THIS FIRST AMENDMENT made as of this 29th day of November, 2004 ("First
Amendment") amends that Subadvisory Agreement dated September 7, 2001 by and
between A I M Capital Management, Inc., a Texas corporation having a place of
business located at 00 Xxxxxxxx Xxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx 00000
("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 Subadvisory
Agreement dated September 7, 2001 (the "Agreement"), pursuant to which
Subadviser currently furnishes portfolio management services for the Phoenix-AIM
Mid Cap Equity Series of The Phoenix Edge Series Fund (the "Fund");
WHEREAS, the parties mutually desire to amend the Agreement and agree
this Amendment will be effective as of November 29, 2004; and
WHEREAS, under a certain exemptive order issued by the Securities and
Exchange Commission on August 6, 2002, Investment Company Act Release No. 25693
(the "Order"), the Adviser has been granted the authority, subject to prior
approval of the board of trustees of the Fund, to enter into subadvisory
agreements with subadvisers, materially amend existing subadvisory agreements,
and approve new subadvisory agreements with existing subadvisers 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. The Adviser has used the powers pursuant to said
Order, permitting the Adviser to replace Massachusetts Financial Services
Company, doing business as MFS Investment Management ("MFS"), as subadviser to
the Phoenix-MFS Investors Growth Stock Series (the "Series") with A I M Capital
Management, Inc. ("AIM"), with the Series now to be known as the Phoenix-AIM
Growth Series.
NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the parties do hereby mutually agree to amend
the Agreement as follows:
1. Schedule C of the Agreement is hereby deleted, and replacement
Schedule C attached hereto and made a part hereof is hereby substituted in lieu
thereof.
2. All references to Schedule C in section 7 of the Agreement are to
attached replacement Schedule C.
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.
A I M CAPITAL MANAGEMENT, INC. PHOENIX VARIABLE ADVISORS, INC.
By: /s/ Xxxxxxxx X. Xxxx, Xx. By: /s/ Xxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxx, Xx. Name: Xxxx X. Xxxxx
Title: Managing Director Title: Vice President
SCHEDULE C
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DATED AS OF NOVEMBER 29, 2004
SUBADVISORY FEE
Phoenix-AIM Mid-Cap Equity Series
---------------------------------
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 rate of 0.50% of the average daily net assets
of the Series.
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 the Fund and each Series shall be valued as
set forth in the then current registration statement of the Fund.
Phoenix-AIM Growth Series (previously known as
Phoenix-MFS Investors Growth Stock Series)
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For services provided to the Fund pursuant to paragraph 3 hereof, the Advisor
will pay to the Subadvisor, on or before the 10th day of each month, a fee,
payable in arrears, at the annual rates stated below, commencing on November 29,
2004:
Rate(s) Breakpoint based on average
------- daily net assets of the Series
------------------------------
0.400% for the first $500 million;
0.375% for the next $400 million;
0.350% for the next $600 million; and
0.250% for 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.