EXHIBIT d.2
AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT effective as of the 28th day of June, 2006 amends that
certain Investment Advisory Agreement dated as of November 20, 2002 (the
"Agreement") by and between Phoenix Investment Trust 97, a Delaware statutory
trust (the "Trust") and Phoenix Investment Counsel, Inc., a Massachusetts
corporation (the "Adviser") as follows:
1. All references to the state of domicile of Phoenix Investment Counsel,
Inc. shall hereafter refer to the Commonwealth of Massachusetts.
2. The name of the series Phoenix-Hollister Small Cap Value Fund has been
changed to Phoenix Small-Cap Value Fund.
3. All references to the series Phoenix-Hollister Value Equity Fund are
hereby deleted.
4. Schedule A to the Agreement is hereby deleted in its entirety and
Schedule A attached hereto substituted in its place.
5. 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.
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: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President and Clerk
PHOENIX INVESTMENT TRUST 97
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
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SCHEDULE A
DESIGNATED SERIES INVESTMENT ADVISORY FEE
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$400 Million
1st $400 through $1
Million Billion $1+ Billion
Phoenix Quality Small Cap Fund 0.90% 0.85% 0.80%
Phoenix Small Cap Sustainable Growth Fund 0.90% 0.85% 0.80%
The parties to this Agreement hereby acknowledge the following fund name change:
Phoenix Small-Cap Value Fund (f/k/a Phoenix-Hollister Small Cap Value Fund).
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