Exhibit h(8)(3)(a)
FIRST AMENDMENT
EXPENSE LIMITATION AGREEMENT
BETWEEN PESF AND PVA
FIRST AMENDMENT
EXPENSE LIMITATION AGREEMENT
THE PHOENIX EDGE SERIES FUND
This Amendment dated effective September 1, 2006 amends that certain
Expense Limitation Agreement dated as of May 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, 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 Section 4 as
follows changing the effective date:
4. Term, Termination and Modification. This Agreement shall
become effective on the date specified herein and shall remain
in effect until December 31, 2007, unless sooner terminated as
provided below in this Paragraph. Thereafter, this Agreement
shall automatically renew for one-year terms with respect to a
Fund unless the Advisor provides written notice to the Fund of
the termination of this Agreement, or the modification to the
Expense Limit specified for a Fund in Appendix A of this
Agreement, within sixty (60) days of the end of the then
current term for that Fund. This Agreement may be terminated
by the Registrant on behalf of any one or more of the Funds at
any time without payment of any penalty or by the Board of
Trustees of the Registrant upon sixty (60) days' written
notice to the Advisor. In addition, this Agreement shall
terminate with respect to a Fund upon termination of the
Advisory Agreement with respect to such Fund.
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/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇ O'▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President Vice President and Secretary
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APPENDIX A
THE PHOENIX EDGE SERIES FUND TOTAL FUND OPERATING
EXPENSE LIMIT
Phoenix-S&P Dynamic Allocation Series: Moderate 0.05%
Phoenix-S&P Dynamic Allocation Series: Moderate Growth 0.05%
Phoenix-S&P Dynamic Allocation Series: Growth 0.05%
Phoenix-S&P Dynamic Allocation Series: Aggressive Growth 0.05%
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