EXHIBIT d.9
FIRST AMENDMENT
TO SUBADVISORY AGREEMENT
FIRST AMENDMENT
TO SUBADVISORY AGREEMENT
THIS AMENDMENT effective as of the 1st day of January, 2005 amends that
certain Subadvisory Agreement effective as of January 1, 2005 (the "Agreement")
by and between Phoenix Series Fund, a Delaware statutory trust (the "Trust") and
▇▇▇▇▇▇▇▇ Asset Management, a California corporation (the "Adviser").
NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the parties do hereby agree to amend the Agreement
as follows:
1. Section 13 of the Agreement is amended and restated as follows:
13. Effective Date; Term. This Agreement shall become effective on the
date set forth on the first page of this Agreement, and shall continue in
effect until December 31, 2005. The Agreement shall continue from year to
year thereafter only so long as its continuance has been specifically
approved at least annually by the Trustees in accordance with Section
15(a) of the Act, and by the majority vote of the disinterested Trustees
in accordance with the requirements of Section 15(c) thereof.
2. Schedule C to the Agreement is hereby deleted in its entirety and
Schedule C attached hereto is substituted in its place.
3. 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.
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 SERIES FUND
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Clerk
AGREED AND ACCEPTED BY SUBADVISER
▇▇▇▇▇▇▇▇ ASSET MANAGEMENT
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Chief Financial Officer
SCHEDULE C
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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 stated below. 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 to be 50% of the gross investment
management fee multiplied by the percentage of equity assets held in the Phoenix
Balanced Fund.
