FIRST AMENDMENT
TO SUBADVISORY AGREEMENT
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
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President and Clerk
ACCEPTED:
VONTOBEL ASSET MANAGEMENT, INC.
By: /s/ Xxxxxx Mastaloni
Name: Xxxxxx Mastaloni
Title: First Vice President and Chief Compliance Officer
VONTOBEL ASSET MANAGEMENT, INC.
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: President and Chief Executive Officer
SCHEDULE C
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:
FUND NAME ALL ASSETS
Focused Value Fund 0.375%
Foreign Opportunities Fund 0.425%
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
