Exhibit d.3
SECOND AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
SECOND AMENDMENT
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TO AMENDED AND RESTATED
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INVESTMENT ADVISORY AGREEMENT
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THIS AMENDMENT effective as of the 1st day of September, 2006 amends
that certain Amended and Restated Investment Advisory Agreement dated as of
November 20, 2002, as amended on July 1, 2005 (the "Agreement") by and between
Phoenix Multi-Portfolio Fund, a Delaware statutory trust (the "Trust") and
Phoenix Investment Counsel, Inc., a Massachusetts corporation (the "Adviser");
1. Phoenix Real Estate Securities Fund shall become a party to the
Agreement.
2. Schedule A to the Agreement is hereby deleted in its entirety and
Schedule A attached hereto substituted in its place.
3. 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.
4. 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 MULTI-PORTFOLIO FUND
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President and Clerk
SCHEDULE A
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NAME OF SERIES INVESTMENT ADVISORY FEE
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$1 + BILLION
THROUGH
$1ST BILLION $2 BILLION $2+ BILLION
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Phoenix Emerging Markets Bond Fund 0.75% 0.70% 0.65%
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Phoenix International Strategies Fund 0.85% 0.80% 0.75%
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Phoenix Real Estate Securities Fund 0.75% 0.70% 0.65%
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Phoenix Tax-Exempt Bond Fund 0.45% 0.40% 0.35%
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