EXHIBIT d.11
FIRST AMENDMENT
TO SUBADVISORY AGREEMENT
FIRST AMENDMENT
---------------
TO SUBADVISORY AGREEMENT
------------------------
THIS AMENDMENT, effective as of the 1st day of September, 2006 amends
that certain Subadvisory Agreement effective October 21, 2004 (the "Agreement"),
among Phoenix Equity Trust, a Delaware statutory trust on behalf of its series
Phoenix Mid-Cap Value Fund (the "Fund"), Phoenix Investment Counsel, Inc., a
Massachusetts corporation (the "Adviser") and Sasco Capital, Inc., a Connecticut
corporation (the "Subadviser") as follows:
1. The following provision is hereby added as Section 19 to the
Agreement:
Prohibited Conduct.
------------------
In providing the services described in this Agreement, the
Subadviser will not consult with any other investment advisory
firm that provides investment advisory services to any investment
company sponsored by Phoenix Investment Partners, Ltd. regarding
transactions for the Fund in securities or other assets. The Fund
shall provide the Subadviser with a list of investment companies
sponsored by Phoenix and the Subadviser shall be in breach of the
foregoing provision only if the investment company is included in
such a list provided to the Subadviser prior to such prohibited
action. In addition, the Subadviser shall not, without the prior
written consent of the Fund and the Adviser, delegate any
obligation assumed pursuant to this Agreement to any affiliated or
unaffiliated third party.
2. All provisions of the Agreement remain in full force and effect
and are unchanged in any other respects.
3. This Amendment may be executed in one or more counterparts, each
of which shall be deemed to be an original and all of which, when
taken together, shall constitute but one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers.
PHOENIX EQUITY TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President and Clerk
ACCEPTED:
SASCO CAPITAL, INC.
By:/s/ Xxxx Xxxx
-----------------------------
Name: Xxxx Xxxx
Title: President and Managing Director
