EXHIBIT d.3
AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT AND ADVISORY AGREEMENT
AMENDMENT
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TO AMENDED AND RESTATED
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INVESTMENT ADVISORY AGREEMENT
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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-▇▇▇▇▇▇▇ Emerging Markets Bond Fund has
been changed to Phoenix Emerging Markets Bond Fund.
4. The name of the series Phoenix-▇▇▇▇▇▇▇ 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: ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Clerk
PHOENIX MULTI-PORTFOLIO FUND
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
SCHEDULE A
SERIES INVESTMENT ADVISORY FEE
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$1st Billion $1 + Billion $2+ Billion
through $2
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-▇▇▇▇▇▇▇ 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-▇▇▇▇▇▇▇ Tax-Exempt Bond Fund).