EXHIBIT d.1 INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • August 26th, 2003 • Phoenix Strategic Equity Series Fund • Connecticut
FIRST AMENDMENT TO THE TRANSFER AGENCY AND SERVICE AGREEMENT FIRST AMENDMENT TO THE TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • July 28th, 2006 • Phoenix Strategic Equity Series Fund
CLASS M SHARESDistribution Agreement • October 27th, 1997 • Phoenix Strategic Equity Series Fund • Massachusetts
Exhibit h.10 EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • July 28th, 2006 • Phoenix Strategic Equity Series Fund • Delaware
PHOENIX STRATEGIC EQUITY SERIES FUND PHOENIX FUNDAMENTAL GROWTH FUND SUBADVISORY AGREEMENT PHOENIX STRATEGIC EQUITY SERIES FUND PHOENIX FUNDAMENTAL GROWTH FUNDSubadvisory Agreement • February 15th, 2006 • Phoenix Strategic Equity Series Fund • Delaware
Exhibit 8 Custodian Contract CUSTODIAN CONTRACT Between EACH OF THE PARTIES LISTED ON APPENDIX 1 and STATE STREET BANK AND TRUST COMPANYCustodian Contract • October 27th, 1997 • Phoenix Strategic Equity Series Fund • London
SECOND AMENDMENT TO PHOENIX STRATEGIC EQUITY SERIES FUND MANAGEMENT AGREEMENT THIS AMENDMENT made effective as of the 16th day of October, 1995 by and between PHOENIX STRATEGIC EQUITY SERIES FUND, f/k/a Phoenix Equity Opportunities Fund (hereinafter...Management Agreement • August 20th, 1997 • Phoenix Strategic Equity Series Fund
FIRST AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT FIRST AMENDMENT --------------- TO AMENDED AND RESTATED ----------------------- INVESTMENT ADVISORY AGREEMENT -----------------------------Investment Advisory Agreement • July 28th, 2006 • Phoenix Strategic Equity Series Fund
Exhibit 6.1Underwriting Agreement • February 13th, 1998 • Phoenix Strategic Equity Series Fund • Connecticut
DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • July 22nd, 2005 • Phoenix Strategic Equity Series Fund
CLASS C SHARESDistribution Agreement • October 27th, 1997 • Phoenix Strategic Equity Series Fund • Massachusetts
EXHIBIT e.2Sales Agreement • February 15th, 2006 • Phoenix Strategic Equity Series Fund • Connecticut
Exhibit 9.1Transfer Agency and Service Agreement • August 20th, 1997 • Phoenix Strategic Equity Series Fund • Connecticut
EXHIBIT d.4 SUB-ADVISORY AGREEMENT STRATEGIC THEME FUNDSub-Advisory Agreement • August 26th, 2003 • Phoenix Strategic Equity Series Fund
FOURTH AMENDMENT TO AMENDED AND RESTATED FINANCIAL AGENT AGREEMENTFinancial Agent Agreement • February 15th, 2006 • Phoenix Strategic Equity Series Fund
FIRST AMENDMENT TO PHOENIX EQUITY OPPORTUNITIES FUND MANAGEMENT AGREEMENTManagement Agreement • August 20th, 1997 • Phoenix Strategic Equity Series Fund
Exhibit 15Distribution Plan • August 29th, 1997 • Phoenix Strategic Equity Series Fund
Exhibit 9.2 Sub-Transfer Agent Agreement SUB-TRANSFER AGENCY AND SERVICE AGREEMENT between PHOENIX EQUITY PLANNING CORPORATION and STATE STREET BANK AND TRUST COMPANYSub-Transfer Agent Agreement • August 28th, 1998 • Phoenix Strategic Equity Series Fund • Massachusetts
PHOENIX EQUITY PLANNING CORPORATION Hartford, CT 06115-0480Sales Agreement • August 27th, 2007 • Phoenix Strategic Equity Series Fund • Connecticut
Phoenix Equity Planning Corporation (“PEPCO”, “we”, “us”, or “our”) invites you to participate in the sale and distribution of shares of registered investment companies (which shall collectively be referred to hereinafter as the “Funds”) for which we are national distributor or principal underwriter, and which may be listed in Annex A hereto which such Annex may be amended by us from time to time. Upon acceptance of this agreement by PEPCO, you may offer and sell shares of each of the Funds (hereafter “Shares”) subject, however, to the terms and conditions hereof including our right to suspend or cease the sale of such shares. For the purposes hereof, the above referenced dealer shall be referred to as “you”.
Exhibit m.1Distribution Plan • September 29th, 2006 • Phoenix Strategic Equity Series Fund
PHOENIX STRATEGIC EQUITY SERIES FUND (the “Fund”) CLASS B SHARES AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1 under the INVESTMENT COMPANY ACT OF 1940Distribution Plan • August 27th, 2007 • Phoenix Strategic Equity Series Fund
the "Fund") CLASS A SHARES AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1 under the INVESTMENT COMPANY ACT OF 1940Distribution Plan • October 27th, 1997 • Phoenix Strategic Equity Series Fund
Exhibit 6.1Underwriting Agreement • August 29th, 1997 • Phoenix Strategic Equity Series Fund
PHOENIX STRATEGIC EQUITY SERIES FUND (the “Fund”) CLASS C SHARES AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1 under the INVESTMENT COMPANY ACT OF 1940Distribution Plan • August 27th, 2007 • Phoenix Strategic Equity Series Fund
PHOENIX STRATEGIC EQUITY SERIES FUND (the “Fund”) CLASS A SHARES AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1 under the INVESTMENT COMPANY ACT OF 1940Distribution Plan • August 27th, 2007 • Phoenix Strategic Equity Series Fund
AMENDMENT TO SCHEDULE A of ADMINISTRATION AGREEMENTAdministration Agreement • August 27th, 2007 • Phoenix Strategic Equity Series Fund
THIS AMENDMENT made effective as of the 27th day of June, 2007 amends that certain administration agreement, dated as of July 1, 2006 between the trusts listed on Schedule A (each, a “Trust” and together the “Trusts”) including the funds listed under each Trust (each, a “Fund” and together the “Funds”) and Phoenix Equity Planning Corporation, a Connecticut Corporation (the “Administration Agreement”) as herein below provided.
Exhibit 6.4Sales Contract • August 28th, 1998 • Phoenix Strategic Equity Series Fund
AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT between PHOENIX FUNDS and PHOENIX EQUITY PLANNING CORPORATIONTransfer Agency and Service Agreement • August 27th, 2007 • Phoenix Strategic Equity Series Fund • Connecticut
This AGREEMENT, effective the 1st day of July, 2006, is made by and between the undersigned entities (hereinafter each referred to as the “Fund” and collectively referred to as the “Phoenix Funds”) and PHOENIX EQUITY PLANNING CORPORATION (hereinafter referred to as the “Transfer Agent”). This Agreement supercedes any previous Transfer Agency and Service Agreement entered into between the above-referenced parties.
ADMINISTRATION AGREEMENTAdministration Agreement • August 27th, 2007 • Phoenix Strategic Equity Series Fund • Connecticut
This agreement is effective as of the 1st day of July, 2006 by and between the trusts listed on Schedule A (each a “Trust” and together the “Trusts”) including the funds listed under each Trust (each, a “Fund” and together the “Funds”), and Phoenix Equity Planning Corporation, a Connecticut corporation (the “Administrator”).
SECOND AMENDMENT TO SUBADVISORY AGREEMENTSubadvisory Agreement • December 27th, 2006 • Phoenix Strategic Equity Series Fund
Exhibit m.2 PHOENIX STRATEGIC EQUITY SERIES FUND (the "Fund") CLASS B SHARES AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1 under the INVESTMENT COMPANY ACT OF 1940 PHOENIX STRATEGIC EQUITY SERIES FUND (the "Fund") CLASS B SHARES...Distribution Agreement • May 11th, 2000 • Phoenix Strategic Equity Series Fund
Exhibit 6.2Underwriting Agreement • August 29th, 1997 • Phoenix Strategic Equity Series Fund
SECOND AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT THIS AMENDMENT effective as of the 7th day of October, 2006 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, as amended on July...Investment Advisory Agreement • June 28th, 2007 • Phoenix Strategic Equity Series Fund
EXHIBIT INDEX EXHIBIT A: Attachment to item 77Q1: Exhibits EXHIBIT B: Attachment to item 77Q3: Clarification of certain NSAR information EXHIBIT A: (3 DOCUMENTS) DOCUMENT 1 OF 3 AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT THIS AGREEMENT...Investment Advisory Agreement • December 29th, 2003 • Phoenix Strategic Equity Series Fund • Connecticut
EXHIBIT 5.2Investment Advisory Agreement • October 16th, 1995 • Phoenix Equity Opportunities Fund • Massachusetts
