SECOND AMENDMENT
TO SUBADVISORY AGREEMENT
THIS AMENDMENT, effective as of the 1st day of September,
2006 amends that certain Subadvisory Agreement effective June
26, 1998, as amended on November 20, 2002 (the "Agreement"),
among Phoenix Strategic Equity Series Fund, a Delaware statutory
trust on behalf of its series Phoenix Large-Cap 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 Growth
Fund has been changed to Phoenix Large-Cap 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Clerk
ACCEPTED:
Seneca Capital Management LLC
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
