Exhibit 6(b)
FORM OF FIRST AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
FORM OF
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FIRST AMENDMENT
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TO AMENDED AND RESTATED
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INVESTMENT ADVISORY AGREEMENT
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THIS AMENDMENT made as of the _____ day of October, 2004 amends that
certain Amended and Restated Investment Advisory Agreement dated as of November
20, 2002 (the "Agreement") by and between Phoenix Equity Trust (formerly known
as Phoenix-Aberdeen Worldwide Opportunities Fund), a Delaware business trust
(the "Trust") and Phoenix Investment Counsel, Inc. (the "Adviser") as follows:
1. Any and all references to the name of the Trust as Phoenix-Aberdeen
Worldwide Opportunities Fund shall hereafter refer to the Phoenix
Equity Trust.
2. The Phoenix Worldwide Opportunities Fund will become a series of the
Trust.
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 shall become effective on the date first accepted by the
Adviser which date is set forth on the signature page hereof.
6. 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:_______________________________________
Name:
Title:
PHOENIX EQUITY TRUST
By:_______________________________________
Name:
Title:
SCHEDULE A
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SERIES INVESTMENT ADVISORY FEE
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Phoenix Mid-Cap Value Fund 0.75% (flat fee)
$1st Billion $1 + Billion $2+ Billion
through $2
Billion
Phoenix-Aberdeen Worldwide Opportunities Fund 0.75% 0.70% 0.65%
