FIRST AMENDMENT
EXPENSE LIMITATION AGREEMENT
THE PHOENIX EDGE SERIES FUND
This First Amendment dated effective August 1, 2007 amends
that certain Expense Limitation Agreement dated as of September
1, 2006 (the "Agreement") by and between The Phoenix Edge Series
Fund, a Massachusetts business trust (the "Registrant"), on
behalf of each series of the Registrant listed in Appendix A, as
may be amended from time to time (each a "Fund" and
collectively, the "Funds"), and the Advisor of each of the
Funds, Phoenix Variable Advisors, Inc., a Delaware corporation
(the "Advisor").
WHEREAS, the Advisor renders advice and services to the
Funds pursuant to the terms and provisions of one or more
Investment Advisory Agreements entered into between the
Registrant and the Advisor (the "Advisory Agreement"); and
WHEREAS, effective August 1, 2007, the Advisor assumed
investment responsibility from Duff & ▇▇▇▇▇▇ Investment
Management Company for Phoenix-Duff & ▇▇▇▇▇▇ Real Estate
Securities Series and Phoenix Investment Counsel, Inc. for
Phoenix-Aberdeen International Series, Phoenix Capital Growth
Series, Phoenix Growth and Income Series, Phoenix Money Market
Series, Phoenix Multi-Sector Fixed Income Series, Phoenix Multi-
Sector Short Term Bond Series and Phoenix Strategic Allocation
Series; and
WHEREAS, the Advisor desires to maintain the expenses of
each Fund at a level below the level to which each such Fund
might otherwise be subject; and
WHEREAS, the Advisor understands and intends that the
Registrant will rely on this Agreement in preparing post-
effective amendments to the Registrant's registration statement
on Form N-1A and in accruing the expenses of the Registrant for
purposes of calculating net asset value and for other purposes,
and expressly permits the Registrant to do so.
NOW, THEREFORE, the parties hereto agree to substitute
Appendix A as follows adding various Funds:
1. Appendix A to the Agreement is hereby amended to
reflect the addition of Phoenix-Aberdeen International
Series, Phoenix Capital Growth Series, Phoenix-Duff &
▇▇▇▇▇▇ Real Estate Securities Series, Phoenix Growth
and Income Series, Phoenix Money Market Series,
Phoenix Multi-Sector Fixed Income Series, Phoenix
Multi-Sector Short Term Bond Series, and Phoenix
Strategic Allocation Series due to a change in
Advisor.
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.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and attested by their duly
authorized officers.
THE PHOENIX EDGE SERIES FUND PHOENIX VARIABLE ADVISORS, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ O'▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President Vice President and Secretary
APPENDIX A
(August 1, 2007)
The Phoenix Edge Series Fund
Total Fund Operating Expense Limit
Phoenix-Aberdeen International Series 0.30%
Phoenix Capital Growth Series 0.25%
Phoenix-Duff & ▇▇▇▇▇▇ Real Estate Securities Series 0.35%
Phoenix Growth and Income Series 0.15%
Phoenix Money Market Series 0.25%
Phoenix Multi-Sector Fixed Income Series 0.25%
Phoenix Multi-Sector Short Term Bond Series 0.20%
Phoenix Strategic Allocation Series 0.25%