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 called the "Trust") and NATIONAL SECURITIES & RESEARCH
CORPORATION (hereinafter called "National").
Preamble
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The Trust and National have entered into a certain Management Agreement
dated May 14, 1993 (the "Agreement") wherein National agreed inter alia, to
provide its advice and assistance to the Trust in exchange for which the Trust
agreed to pay a prescribed fee to National.
On May 24, 1995, the Board of Trustees of the Trust approved amendments to
the Trust's Declaration of Trust (1) designating shares of beneficial interest
of Phoenix Equity Opportunities Fund as shares of a Series of the Trust, such
Series to be know as "Phoenix Equity Opportunities Fund; and (2) changing the
name of the Trust to Phoenix Strategic Equity Series Fund.
Accordingly, the parties intend to amend the Agreement to reflect the
present name of the Trust and to reflect coverage on behalf of the Phoenix
Equity Opportunities Fund of the Phoenix Strategic Equity Series Fund.
NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the parties mutually agree that the Agreement is
hereby revised as follows:
1. Any and all references to "Phoenix Equity Opportunities Fund" are hereby
deleted and "Phoenix Equity Opportunities Fund of the Phoenix Strategic Equity
Series Fund" is substituted therefor.
Except as herein modified, all other terms and provisions set forth in the
Agreement shall be and remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their officers thereunto duly authorized as of the day and year
first above written.
PHOENIX STRATEGIC EQUITY SERIES FUND
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇,
President
Attest:
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Assistant Secretary
NATIONAL SECURITIES & RESEARCH
CORPORATION
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Executive Vice President
Attest:
By:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Assistant Secretary
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