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 made as of the 3rd day of March, 2005 amends that
certain Amended and Restated Investment Advisory Agreement dated as of November
20, 2002 (the "Agreement") by and between Phoenix Institutional Mutual Funds
(formerly known as Phoenix Duff & ▇▇▇▇▇▇ Institutional Mutual Funds), a Delaware
statutory trust (the "Trust") and Phoenix Investment Counsel, Inc., a
Massachusetts corporation (the "Adviser") as follows:
1. Any and all references to the name of the Trust as Phoenix Duff &
▇▇▇▇▇▇ Institutional Mutual Funds shall hereafter refer to the Phoenix
Institutional Mutual Funds.
2. Any and all reference to the state of domicile for Phoenix Investment
Counsel, Inc shall hereafter refer to the state of Massachusetts.
3. On or about April 30, 2004 Phoenix Duff & ▇▇▇▇▇▇ Institutional Growth
Stock Portfolio was liquidated.
4. The name of the series Phoenix Duff & ▇▇▇▇▇▇ Managed Bond Portfolio has
been changed to Phoenix Institutional Bond Fund.
5. The Phoenix Low Duration Core Plus Bond Fund (previously known as
Phoenix Institutional Multi-Sector Short Term Bond Fund) will become a
series of the Trust.
6. Schedule A to the Agreement is hereby deleted in its entirety and
Schedule A attached hereto substituted in its place.
7. 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.
8. 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/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Clerk
PHOENIX INSTITUTIONAL MUTUAL FUNDS
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
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SCHEDULE A
SERIES INVESTMENT ADVISORY FEE
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1st Billion $1 + Billion
Phoenix Institutional Bond Fund 0.45% 0.40%
Phoenix Low Duration Core Plus Bond Fund 0.45% (flat rate)
The parties to this Agreement hereby acknowledge the following fund name
changes: Phoenix Institutional Bond Fund f/k/a Phoenix Duff & ▇▇▇▇▇▇ Managed
Bond Portfolio and Phoenix Low Duration Core Plus Bond Fund f/k/a Phoenix
Institutional Multi-Sector Short Term Bond Fund.
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