SECOND AMENDMENT TO SUBADVISORY AGREEMENT
SECOND AMENDMENT
THIS AMENDMENT, effective as of the 1st day of September, 2006 amends that certain Subadvisory Agreement effective August 6, 1999, as amended on November 20, 2002 (the “Agreement”), among Phoenix Strategic Equity Series Fund, a Delaware statutory trust on behalf of its series Phoenix Strategic Growth Fund (the “Fund”), Phoenix Investment Counsel, Inc., a Massachusetts corporation (the “Adviser”) and Seneca Capital Management LLC, a California limited liability company (the “Subadviser”) as follows:
| 1. | The name of the series known as Phoenix-Seneca Strategic Theme Fund has been changed to Phoenix Strategic Growth Fund. |
| 2. | The following provision is hereby added as Section 18 to the Agreement: |
| Prohibited Conduct. |
| In providing the services described in this Agreement, the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to any investment company sponsored by Phoenix Investment Partners, Ltd. regarding transactions for the Fund in securities or other assets. The Fund shall provide the Subadviser with a list of investment companies sponsored by Phoenix and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party. |
| 3. | All provisions of the Agreement remain in full force and effect and are unchanged in any other respects. |
| 4. | 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. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers.
| 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 | |
| ACCEPTED: | ||
| Seneca Capital Management LLC | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxx | |
| Title: | Executive Vice President | |
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