INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT made effective as of the 15th day of September, 1996, by
and between The Phoenix Edge Series Fund, a Massachusetts business trust having
a place of business located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (the
"Trust") and Phoenix-Aberdeen International Advisors, LLC, a Delaware limited
liability company having a place of business located at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ (the "Adviser").
WITNESSETH THAT:
1. The Trust hereby appoints the Adviser to act as investment adviser
to the Trust on behalf of Aberdeen New Asia Series (the "Series"), for the
period and on the terms set forth herein. The Adviser accepts such appointment
and agrees to render the services described in this Agreement for the
compensation herein provided.
2. In the event that the Trustees desire to retain the Adviser to
render investment advisory services hereunder with respect to one or more
additional series ("Additional Series"), the Trust shall notify the Adviser in
writing. If the Adviser is willing to render such services, it shall notify the
Trust in writing, whereupon such Additional Series shall become subject to the
terms and conditions of this Agreement.
3. The Adviser shall furnish continuously an investment program for
the Series and any Additional Series which may become subject to the terms and
conditions set forth herein (sometimes collectively referred to as the "Series")
and shall manage the investment and reinvestment of the assets of each Series,
subject at all times to the supervision of the Trustees.
4. With respect to managing the investment and reinvestment of the
Series' assets, the Adviser shall provide, at its own expense:
(a) Investment research, advice and supervision;
(b) An investment program for each Series consistent with its
investment objectives;
(c) Implementation of the investment program for each Series
including the purchase and sale of securities;
(d) Advice and assistance on the general operations of the
Trust; and
(e) Regular reports to the Trustees on the implementation of
each Series' investment program.
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5. The Adviser shall, for all purposes herein, be deemed to be an
independent contractor.
6. The Adviser shall furnish at its own expense, or pay the expenses
of the Trust, for the following:
(a) Office facilities, including office space, furniture and
equipment;
(b) Personnel necessary to perform the functions required to
manage the investment and reinvestment of each Series' assets
(including those required for research, statistical and investment
work);
(c) Personnel to serve without salaries from the Trust as
officers or agents of the Trust. The Adviser need not provide personnel
to perform, or pay the expenses of the Trust for, services customarily
performed for an open-end management investment company by its national
distributor, custodian, financial agent, transfer agent, auditors and
legal counsel;
(d) Compensation and expenses, if any, of the Trustees who are
also full-time employees of the Adviser or any of its affiliates; and
(e) Any Subadviser recommended by the Adviser and appointed to
act on behalf of the Trust.
7. All costs and expenses not specifically enumerated herein as
payable by the Adviser shall be paid by the Trust. Such expenses shall include,
but shall not be limited to, all expenses (other than those specifically
referred to as being borne by the Adviser) incurred in the operation of the
Trust and any public offering of its shares, including, among others, interest,
taxes, brokerage fees and commissions, fees of Trustees who are not full-time
employees of the Adviser or any of its affiliates, expenses of Trustees' and
shareholders' meetings including the cost of printing and mailing proxies,
expenses of insurance premiums for fidelity and other coverage, expenses of
repurchase and redemption of shares, expenses of issue and sale of shares to the
extent not borne by its national distributor under its agreement with the
Trust), expenses of printing and mailing stock certificates representing shares
of the Trust, association membership dues, charges of custodians, transfer
agents, dividend disbursing agents and financial agents, bookkeeping, auditing
and legal expenses. The Trust will also pay the fees and bear the expense of
registering and maintaining the registration of the Trust and its shares with
the Securities and Exchange Commission and registering or qualifying its shares
under state or other securities laws and the expense of preparing and mailing
prospectuses and reports to shareholders. Additionally, if authorized by the
Trustees, the Trust shall pay for extraordinary expenses and expenses of a
non-recurring nature which may include, but not be limited to the reasonable and
proportionate cost of any reorganization or acquisition of assets and the cost
of legal proceedings to which the Trust is a party.
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8. For providing the services and assuming the expenses outlined
herein, the Trust agrees that the Adviser shall be compensated as follows:
(a) The Trust shall pay the Adviser a monthly fee with respect
to the Series at the annual rate of 1.00% of the average aggregate
daily net asset values of the Series. The amounts payable to the
Adviser with respect to the Series shall be based upon the average of
the values of the net assets of such Series as of the close of business
each day, computed in accordance with the Trust's Declaration of Trust.
(b) Compensation shall accrue immediately upon the effective
date of this Agreement.
(c) If there is termination of this Agreement during a month,
each Series' fee for that month shall be proportionately computed upon
the average of the daily net asset values of such Series for such
partial period in such month.
(d) The Adviser agrees to reimburse the Trust for the amount,
if any, by which the total operating and management expenses for any
Series (including the Adviser's compensation, pursuant to this
paragraph, but excluding taxes, interest, costs of portfolio
acquisitions and dispositions and extraordinary expenses), for any
"fiscal year" exceed the level of expenses which such Series is
permitted to bear under the most restrictive expense limitation (which
is not waived by the State) imposed on open-end investment companies by
any state in which shares of such Series are then qualified. Such
reimbursement, if any, will be made by the Adviser to the Trust within
five days after the end of each month. For the purpose of this
subparagraph (d), the term "fiscal year" shall include the portion of
the then current fiscal year which shall have elapsed at the date of
termination of this Agreement.
9. The services of the Adviser to the Trust are not to be deemed
exclusive, the Adviser being free to render services to others and to engage in
other activities. Without relieving the Adviser of its duties hereunder and
subject to the prior approval of the Trustees and subject further to compliance
with applicable provisions of the Investment Company Act of 1940, as amended,
the Adviser may appoint one or more agents to perform any of the functions and
services which are to be provided under the terms of this Agreement upon such
terms and conditions as may be mutually agreed upon among the Trust, the Adviser
and any such agent.
10. The Adviser shall not be liable to the Trust or to any shareholder
of the Trust for any error of judgment or mistake of law or for any loss
suffered by the Trust or by any shareholder of the Trust in connection with the
matters to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith, gross negligence or reckless disregard on the part of
the Adviser in the performance of its duties hereunder.
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11. It is understood that:
(a) Trustees, officers, employees, agents and shareholders of
the Trust are or may be "interested persons" of the Adviser as
directors, officers, stockholders or otherwise;
(b) Directors, officers, employees, agents and stockholders of
the Adviser are or may be "interested persons" of the Trust as
Trustees, officers, shareholders or otherwise; and
(c) The existence of any such dual interest shall not affect the
validity hereof or of any transactions hereunder.
12. This Agreement shall become effective with respect to the Series
as of the date stated above (the Contract Date") and with respect to any
Additional Series, on the date specified in the notice to the Trust from the
Adviser in accordance with paragraph 2 hereof that the Adviser is willing to
serve as Adviser with respect to such Additional Series. Unless terminated as
herein provided, this Agreement shall remain in full force and effect for a
period of two years following the Contract Date, and, with respect to each
Additional Series, until the next anniversary of the Contract Date following the
date on which such Additional Series became subject to the terms and conditions
of this Agreement and shall continue in full force and effect for periods of one
year thereafter with respect to each Series so long as (a) such continuance with
respect to any such Series is approved at least annually by either the Trustees
or by a "vote of the majority of the outstanding voting securities" of such
Series and (b) the terms and any renewal of this Agreement with respect to any
such Series have been approved by a vote of a majority of the Trustees who are
not parties to this Agreement or "interested persons" of any such party cast in
person at a meeting called for the purpose of voting on such approval; provided,
however, that the continuance of this Agreement with respect to each Additional
Series is subject to its approval by a "vote of a majority of the outstanding
voting securities" of any such Additional Series on or before the next
anniversary of the Contract Date following the date on which such Additional
Series became a Series hereunder.
Any approval of the Agreement by a vote of the holders of a "majority
of the outstanding voting securities" of any Series shall be effective to
continue this Agreement with respect to such Series notwithstanding (a) that
this Agreement has not been approved by a "vote of a majority of the outstanding
voting securities" of any other Series of the Trust affected thereby and (b)
that this Agreement has not been approved by the holders of a "vote of a
majority of the outstanding voting securities" of the Trust, unless either such
additional approval shall be required by any other applicable law or otherwise.
13. The Adviser shall furnish any state insurance commissioner with
such information or reports in connection with the services provided under this
Agreement as the Commissioner may request in order to ascertain whether variable
life insurance or
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variable annuity operations are being conducted in accordance with applicable
law or regulations. The Trust shall own and control all records that pertain to
the services provided under this Agreement and such records shall be open to
inspection, audit and photocopying during regular business hours by the
Trustees, Officers, Counsel and Auditors of the Trust.
14. The Trust may terminate this Agreement with respect to the Trust or
to any Series upon 60 days written notice to the Adviser at any time, without
the payment of any penalty, by vote of the Trustees or, as to each Series, by a
"vote of the majority of the outstanding voting securities" of such Series. The
Adviser may terminate this Agreement upon 60 days written notice to the Trust,
without the payment of any penalty. This Agreement shall immediately terminate
in the event of this "assignment."
15. The terms "majority of the outstanding voting securities,"
"interested persons" and "assignment," when used herein, shall have the
respective meanings as in the Investment Company Act of 1940, as amended.
16. In the event of termination of this Agreement, or at the request of
the Adviser, the Trust will eliminate all reference to "Phoenix" and/or
"Phoenix-Aberdeen" from its name, and will not thereafter transact business in a
name using the word "Phoenix" and/or "Phoenix-Aberdeen" as part of its name. The
Trust will thereafter in all prospectuses, advertising materials, letterheads,
and other material designed to be read by investors and prospective investors
delete from its name the word "Phoenix" and/or "Phoenix-Aberdeen" or any
approximation thereof. If the Adviser chooses to withdraw the Trust's right to
use the word "Phoenix" and/or "Phoenix-Aberdeen," it agrees to submit the
question of continuing this Agreement to a vote of the Trust's shareholders at
the time of such withdrawal.
17. It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but bind only the trust property of
the Trust, as provided in the Declaration of Trust. The execution and delivery
of this Agreement have been authorized by the Trustees and shareholders of the
Trust and signed by the President of the Trust, acting as such, and neither such
authorization by such Trustees and shareholders nor such execution and delivery
by such officer shall be deemed to have been made by any of them individually or
be binding upon or impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. The Declaration of Trust, as amended, is or shall be on file with the
Secretary of The Commonwealth of Massachusetts.
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18. This Agreement shall be construed and the rights and obligations of
the parties hereunder enforced in accordance with the laws of The Commonwealth
of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first written
above.
THE PHOENIX EDGE SERIES FUND
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
President
PHOENIX - ABERDEEN
INTERNATIONAL ADVISORS, LLC
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Managing Director
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Managing Director