Exhibit d.3
1st Amendment to Subadvisory Agreement
FIRST AMENDMENT
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TO SUBADVISORY AGREEMENT
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THIS AMENDMENT effective as of the 26th day of October, 2006 amends
that certain Subadvisory Agreement effective as of June 20, 2005 (the
"Agreement") among Phoenix Adviser Trust, a Delaware statutory trust on behalf
of its series Phoenix Foreign Opportunities Fund and Phoenix Focused Value Fund
(the "Fund"), Phoenix Investment Counsel, Inc., a Massachusetts corporation (the
"Adviser") and Vontobel Asset Management, Inc., a New York corporation (the
"Subadviser") as follows:
1. Schedule C to the Agreement is hereby deleted in its entirety and
Schedule C attached hereto is substituted in its place.
2. 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.
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 intending to be legally bound
have caused this Agreement to be executed by their duly authorized officers of
other representatives.
PHOENIX ADVISER TRUST
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
ACCEPTED:
VONTOBEL ASSET MANAGEMENT, INC.
By: /s/ Xxxxxx Mastaloni
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Name: Xxxxxx Mastaloni
Title: First Vice President and Chief Compliance Officer
VONTOBEL ASSET MANAGEMENT, INC.
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: President and Chief Executive Officer
SCHEDULE C
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SUBADVISORY FEE
(a) For services provided to the Series, the Adviser will pay to the
Subadviser, on or before the 10th day of each month, a fee, payable in arrears
at the annual rate set forth below by Series of the gross management fee as
stipulated in the Fund's registration statement. The fees shall be prorated for
any month during which this Agreement is in effect for only a portion of the
month. In computing the fee to be paid to the Subadviser, the net asset value of
the Fund and each Series shall be valued as set forth in the then current
registration statement of the Fund.
The fee to be paid to the Subadviser is:
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FUND NAME ALL ASSETS
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Focused Value Fund 0.375%
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Foreign Opportunities Fund 0.425%
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The fee referred to above shall be wired to Vontobel's account set
forth below:
Bank: XX Xxxxxx Xxxxx & Co.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
ABA No.: 000000000
SWIFT: XXXXXX00
Beneficiary: Vontobel Asset Management, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Account No. 904810445
