EXHIBIT d.2
FIRST AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
FIRST AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT effective as of the 3rd day of January, 2005 amends that
certain Amended and Restated Investment Advisory Agreement effective as of
November 20, 2002 (the "Agreement") by and between Phoenix Series Fund, a
Delaware statutory trust (the "Trust") and Phoenix Investment Counsel, Inc., a
Massachusetts corporation (the "Adviser").
NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the parties do hereby agree to amend the
Agreement as follows:
1. The name of the series Phoenix-Xxxxxxxx Aggressive Growth Fund has been
changed to Phoenix-Xxxxxxxx Mid-Cap Growth Fund.
2. The name of the series Phoenix-Oakhurst Balanced Fund will be come
Phoenix Balanced Fund and Phoenix Duff & Xxxxxx Core Bond Fund will
become Phoenix Core Bond Fund effective January 1, 2005.
3. Phoenix Investment Counsel, Inc. is the investment adviser to Phoenix
Core Bond Fund, replacing Duff & Xxxxxx Investment Management Company,
effective January 1, 2005.
4. Any and all reference to state of domicile for Phoenix Investment
Counsel, Inc. shall hereafter refer to the State of Massachusetts.
5. Appendix A to the Agreement is hereby deleted in its entirety and
Appendix A attached hereto is substituted in its place.
6. 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.
7. This Amendment shall become effective on the date first accepted by the
Adviser which date is set forth on the signature page hereof.
8. 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. PHOENIX SERIES FUND
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and Clerk Title: Senior Vice President
SCHEDULE A
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SERIES INVESTMENT ADVISORY FEE
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$1+Billion
through $2
First $1 Billion Billion $2+ Billion
Phoenix Balanced Fund 0.55% 0.50% 0.45%
Phoenix Core Bond Fund 0.45% 0.40% 0.35%
Phoenix-Xxxxxxxx Capital Growth Fund 0.70% 0.65% 0.60%
Phoenix-Xxxxxxx High Yield Fund 0.65% 0.60% 0.55%
Phoenix-Xxxxxxx Money Market Fund 0.40% 0.35% 0.30%
First $50 Next $450 Over $500
Million Million Million
Phoenix-Xxxxxxxx Mid-Cap Growth Fund 0.90% 0.80% 0.70%
The parties of this Agreement hereby acknowledge the following fund
name changes. Phoenix Balanced Fund f/k/a Phoenix-Oakhurst Balanced Fund;
Phoenix Core Bond Fund f/k/a Phoenix Duff & Xxxxxx Core Bond Fund; and
Phoenix-Xxxxxxxx Mid-Cap Growth Fund f/k/a Phoenix-Xxxxxxxx Aggressive Growth
Fund.
