EXHIBIT 99.d.2
1ST AMENDMENT TO INVEST ADVISORY AGREEMENT
FORM OF AMENDMENT
TO
INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT made as of the ____ day of _________, 2005 amends that
certain Investment Advisory Agreement made as of September 3, 1997 (the
"Agreement") by and between PHOENIX-XXXXXXXX FUNDS (formerly known as PASADENA
INVESTMENT TRUST), a Delaware statutory trust (the "Trust") and XXXXXXXX ASSET
MANAGEMENT (formerly known as XXXXX XXXXXXXX & ASSOCIATES, INC.), a California
Corporation (the "Adviser") as follows:
1. Appendix A to the Agreement is hereby deleted in its entirety and
Appendix A attached hereto is substituted in its place.
2. Appendix B to the Agreement is hereby deleted in its entirety and
Appendix B 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 shall become effective on the date first accepted by the
Adviser which date is set forth on the signature page hereof.
4. 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-XXXXXXXX FUNDS
By:
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Name: Xxxxxxxx Xxxx
Title: President
XXXXXXXX ASSET MANAGEMENT
By:
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Name: Xxxxxxx Xxxx
Title: Chief Financial Officer and Secretary
APPENDIX A
List of Funds subject to Investment Management Agreement:
Phoenix-Xxxxxxxx Focus Growth Fund (formerly known as Pasadena Growth
Fund) Phoenix-Xxxxxxxx Nifty Fifty Fund (formerly known as Pasadena
Nifty Fifty Fund)
Phoenix-Xxxxxxxx Small-Cap Fund ( Formerly known as Phoenix Xxxxxxxx Small
& Mid-Cap Growth Fund and Pasadena Small & Mid Cap Growth Fund)
APPENDIX B
Phoenix-Xxxxxxxx Focus Growth Fund
First $50 Million 0.90%
Next $450 Million 0.80%
Over $500 Million 0.70%
Phoenix-Xxxxxxxx Nifty Fifty Fund
First $50 Million 0.90%
Next $450 Million 0.80%
Over $500 Million 0.70%
Phoenix-Xxxxxxxx Small-Cap Growth Fund
First $50 Million 1.00%
Next $450 Million 0.90%
Over $500 Million 0.80%
