Exhibit 77Q1(e) - Second Amendment to Investment Advisory Agreement
between Registrant and PIC dated September 21, 2007, filed via ▇▇▇▇▇
herewith.
SECOND AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT effective as of the 21st day of September,
2007 amends that certain Amended and Restated Investment
Advisory Agreement dated as of November 20, 2002, as Amended as
of January 3, 2005 (the "Agreement") by and between Phoenix
Series Fund, a Delaware statutory trust (the "Trust") and
Phoenix Investment Counsel, Inc., a Massachusetts corporation
(the "Adviser") as follows:
1. All references to Phoenix Core Bond Fund, Phoenix-▇▇▇▇▇▇▇
High Yield Fund (n/k/a Phoenix High Yield Fund) and
Phoenix-▇▇▇▇▇▇▇ Money Market Fund (n/k/a Phoenix Money
Market Fund) are hereby deleted from the Agreement.
2. The name of the series known as Phoenix-▇▇▇▇▇▇▇▇ Capital
Growth Fund has changed to Phoenix Capital Growth Fund and
the name of the series known as Phoenix-▇▇▇▇▇▇▇▇ Mid-Cap
Growth Fund has changed to Phoenix Mid-Cap Growth Fund.
3. Schedule A to the Agreement is hereby deleted in its
entirety and Schedule A attached hereto is 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 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 SERIES FUND
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Clerk
SCHEDULE A
SERIES INVESTMENT ADVISORY FEE
$1+BILLION
FIRST $1 THROUGH $2 $2+
BILLION BILLION BILLION
Phoenix Balanced Fund 0.55% 0.50% 0.45%
Phoenix Capital Growth Fund 0.70% 0.65% 0.60%
FIRST $500 MILLION OVER $500 MILLION
Phoenix Mid-Cap Growth Fund 0.80% 0.70%
