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 29,
2005 (the "Agreement") by and between Phoenix Strategic Equity
Series Fund, a Delaware statutory trust (the "Trust") and
Phoenix Investment Counsel, Inc., a Massachusetts corporation
(the "Adviser") as follows:
1. Schedule A to the Agreement is hereby deleted in its
entirety and Schedule A attached hereto substituted in its
place.
2. 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.
3. 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 Amendment to be executed by their
duly authorized officers of other representatives.
PHOENIX STRATEGIC EQUITY SERIES FUND
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President and Clerk
SCHEDULE A
Name of Series Investment Advisory Fee
Phoenix Dynamic Growth Fund 0.80%
Phoenix Fundamental Growth Fund 0.80%
$1st Billion
$1 + through $2 +
Billion $2 Billion Billion
Phoenix Strategic Growth Fund 0.70% 0.65% 0.60%
