FOURTH AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT effective as of the 10th day of March, 2008
amends that certain Amended and Restated Investment Advisory
Agreement dated as of November 20, 2002, that First Amendment
dated as of October 21, 2004, that Second Amendment dated as of
July 29, 2005 and that Third Amendment dated July 13, 2007 (the
"Agreement") by and between Phoenix Equity Trust, a Delaware
statutory trust (the "Trust") and Phoenix Investment Counsel,
Inc., a Massachusetts corporation (the "Adviser") as follows:
1. Phoenix All-Cap Growth Fund, Phoenix Balanced Fund, Phoenix
Capital Growth Fund, Phoenix Growth & Income Fund, Phoenix
Growth Opportunities Fund, Phoenix Income & Growth Fund,
Phoenix Mid-Cap Growth Fund, Phoenix Quality Small-Cap
Fund, Phoenix Small-Cap Growth Fund, Phoenix Small-Cap
Sustainable Growth Fund, Phoenix Small-Cap Value Fund,
Phoenix Small-Mid Cap Fund and Phoenix Strategic Growth
Fund have been added as additional series to the Agreement.
2. All references to the series Phoenix Worldwide Strategies
Fund are hereby deleted.
3. Schedule A to the Agreement is hereby deleted in its
entirety and Schedule A attached hereto substituted in its
place.
4. Except as expressly amended hereby, all provisions of the
Agreement shall remain in full force and effect and are
unchanged in all other respects. All initial capitalized
terms used herein shall have such meanings as ascribed
thereto in the Agreement, as amended. All terms and
phrases in quotations shall have such meaning as ascribed
thereto in the Investment Company Act of 1940, as amended.
5. 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.
IN WITNESS WHEREOF, the parties hereto intending to be
legally bound have caused this Agreement to be executed by their
duly authorized officers of other representatives.
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President and Clerk
PHOENIX EQUITY TRUST
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President
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SCHEDULE A
Designated Series Investment Advisory Fee
Phoenix Mid-Cap Value Fund 0.75%
Phoenix Small-Mid Cap Fund 0.85%
$1+
Billion
through
1st $1 $2 $2+
Billion Billion Billion
Phoenix Balanced Fund 0.55% 0.50% 0.45%
Phoenix Capital Growth
Fund 0.70% 0.65% 0.60%
Phoenix Growth &
Income Fund 0.75% 0.70% 0.65%
Phoenix Growth
Opportunities
Fund 0.75% 0.70% 0.65%
Phoenix Income &
Growth Fund 0.70% 0.65% 0.60%
Phoenix Small-Cap
Value Fund 0.90% 0.85% 0.80%
Phoenix Strategic
Growth Fund 0.70% 0.65% 0.60%
Phoenix Value
Opportunities Fund 0.75% 0.70% 0.65%
$400+ Million
1st $400 through $1+
Million $1 Billion Billion
Phoenix Quality
Small-Cap Fund 0.90% 0.85% 0.80%
Phoenix Small-Cap
Sustainable
Growth
Fund 0.90% 0.85% 0.80%
Next Over
1st $50 $450 $500
Million Million Million
Phoenix All-Cap
Growth Fund 0.90% 0.80% 0.70%
Phoenix Small-Cap
Growth Fund 1.00% 0.90% 0.80%
1st $500 Million Over $500 Million
Phoenix Mid-Cap
Growth Fund 0.80% 0.70%
