EXHIBIT 23(d)(2)(8)(b)
SECOND AMENDMENT TO
SUBADVISORY AGREEMENT
THE PHOENIX EDGE SERIES FUND
SECOND AMENDMENT TO
SUBADVISORY AGREEMENT
THE PHOENIX EDGE SERIES FUND
THIS SECOND AMENDMENT, made as of this 3rd day of December, 2004
("Second Amendment"), amends that Subadvisory Agreement dated September 7, 2001
as amended November 29, 2004, by and between A I M Capital Management, Inc., a
Texas corporation having a place of business located at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("Subadviser"), and Phoenix Variable Advisors, Inc.,
a Delaware corporation having a place of business located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ("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, as amended November 29, 2004 (the
"Agreement"), pursuant to which Subadviser furnishes portfolio management
services for the Phoenix-AIM Growth Series and the Phoenix-AIM Mid-Cap Equity
Series, both of The Phoenix Edge Series Fund (the "Fund");
WHEREAS, the parties mutually desire to amend the Agreement and agree
that this amendment will be effective as of December 3, 2004; and
WHEREAS, at a meeting held on May 11, 2004, the trustees of the Fund,
including the independent trustees, unanimously approved an Agreement and Plan
of Reorganization that would effect the reorganization of the Phoenix-AIM
Mid-Cap Equity Series into the AIM V.I. Mid-Cap Core Equity Fund, a series of
the AIM Variable Insurance Fund. At a Special Meeting of Shareholders held on
December 1, 2004, the requisite majority of the affected Contractowners and
Policyowners of Phoenix Life Insurance Company and its affiliated insurance
companies (collectively, "Phoenix") and their separate accounts approved the
Agreement and Plan of Reorganization. Accordingly, on December 3, 2004, all of
the assets and liabilities of the Phoenix-AIM Mid-Cap Equity Series were
transferred to the AIM V.I. Mid-Cap Core Equity Fund in exchange for Series I
shares of the AIM V.I. Mid-Cap Core Equity Fund and the assumption by the AIM
V.I. Mid-Cap Core Equity Fund of all known liabilities of the Phoenix-AIM
Mid-Cap Equity 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. All references to the term "Series" is hereby amended to mean
"Phoenix-AIM Growth Series."
4. 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/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director Title: Vice President
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SCHEDULE C
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DATED AS OF DECEMBER 3, 2004
SUBADVISORY FEE
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 Adviser
will pay to the Subadviser, 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
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.
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