EXHIBIT d.2
FIRST AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
FIRST 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 29th day of July, 2005 amends that
certain Amended and Restated Investment Advisory Agreement dated as of November
20, 2002 (the "Agreement") by and between Phoenix Multi-Series Trust, a Delaware
statutory trust (the "Trust") and Phoenix Investment Counsel, Inc., a
Massachusetts corporation (the "Adviser") as follows:
1. The name of the series Phoenix-Xxxxxxx Multi-Sector Fixed Income Series
Fund will become Phoenix Multi-Sector Fixed Income Series Fund and
Phoenix-Xxxxxxx Multi-Sector Short Term Bond Fund will become Phoenix
Multi-Sector Short Term Bond Fund.
2. The Phoenix High Yield Securities 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: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President and Clerk
PHOENIX MULTI-SERIES TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
SCHEDULE A
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SERIES INVESTMENT ADVISORY FEE
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Phoenix High Yield Securities Fund 0.65%
$1st Billion $1 + Billion $2+ Billion
through $2
Billion
Phoenix Multi-Sector Fixed Income Fund 0.55% 0.50% 0.45%
Phoenix Multi-Sector Short Term Bond Fund 0.55% 0.50% 0.45%
The parties to this Agreement hereby acknowledge the following fund
name changes: Phoenix Multi-Sector Fixed Income Fund f/k/a Phoenix-Xxxxxxx
Multi-Sector Fixed Income Fund and Phoenix Multi-Sector Short Term Bond Fund
f/k/a Phoenix-Xxxxxxx Multi-Sector Short Term Bond Fund.
