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 August 1,
2003 (the "Agreement") by and between Phoenix PHOLIOs(sm) (formerly known as
Phoenix Partners Select Fund and formerly Phoenix-Aberdeen Series Fund), 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 Partner Select Wealth Builder Fund will
become Phoenix Wealth Builder PHOLIO and the name of the series Phoenix
Partner Select Wealth Guardian Fund will become Phoenix Wealth Guardian
PHOLIO.
2. The Phoenix Wealth Accumulator PHOLIO, Phoenix Wealth Preserver PHOLIO
and Phoenix Conservative Income PHOLIO will each 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 PHOLIOs(sm)
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
SCHEDULE A
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SERIES ANNUAL INVESTMENT ADVISORY FEE
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(AVERAGE NET ASSETS)
Phoenix Conservative Income PHOLIO 0.10%
Phoenix Wealth Accumulator PHOLIO 0.10%
Phoenix Wealth Builder PHOLIO 0.10%
Phoenix Wealth Guardian PHOLIO 0.10%
Phoenix Wealth Preserver PHOLIO 0.10%