AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT effective as of the 1st day of July, 2005
amends that certain Amended and Restated Investment Advisory
Agreement dated as of November 20, 2002 (the "Agreement") by and
between Phoenix Multi-Portfolio Fund, a Delaware statutory trust
(the "Trust") and Phoenix Investment Counsel, Inc., a
Massachusetts corporation (the "Adviser") as follows:
1. All references to the state of domicile of Phoenix
Investment Counsel, Inc. shall hereafter refer to the
Commonwealth of Massachusetts.
2. The name of the series Phoenix-Aberdeen International Fund
has been changed to Phoenix International Strategies Fund.
3. The name of the series Phoenix-Xxxxxxx Emerging Markets
Bond Fund has been changed to Phoenix Emerging Markets Bond
Fund.
4. The name of the series Phoenix-Xxxxxxx Tax-Exempt Bond Fund
has been changed to Phoenix Tax-Exempt Bond Fund.
5. All references to the series Phoenix-Seneca Tax Sensitive
Growth Fund are hereby deleted.
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: Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President and Clerk
PHOENIX MULTI-PORTFOLIO FUND
By: Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
SCHEDULE A
SERIES INVESTMENT ADVISORY FEE
$1 +
BILLION
$1ST THROUGH $2+
BILLION $2 BILLION BILLION
Phoenix Emerging Markets Bond Fund 0.75% 0.70% 0.65%
Phoenix International
Strategies Fund 0.85% 0.80% 0.75%
Phoenix Tax-Exempt Bond Fund 0.45% 0.40% 0.35%
The parties to this Agreement hereby acknowledge the following
fund name changes: Phoenix Emerging Markets Bond Fund (f/k/a
Phoenix-Xxxxxxx Emerging Markets Bond Fund), Phoenix
International Strategies Fund (f/k/a Phoenix-Aberdeen
International Fund) and Phoenix Tax-Exempt Bond Fund (f/k/a
Phoenix-Xxxxxxx Tax-Exempt Bond Fund).
