Exhibit 8.2
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AMENDMENT TO CUSTODIAN CONTRACT
Agreement made by and between State Street Bank and Trust Company (the
"Custodian") and Phoenix Strategic Equity Series Fund (f/k/a Phoenix Equity
Opportunities Fund and f/k/a National Stock Fund) (the "Fund").
WHEREAS, the Custodian and the Fund are parties to a custodian contract
dated October 14, 1993 (the "Custodian Contract") governing the terms and
conditions under which the Custodian maintains custody of the securities and
other assets of the Fund; and
WHEREAS, the Custodian and the Fund desire to amend the terms and conditions
under which the Custodian maintains the Fund's securities and other non-cash
property in the custody of certain foreign sub-custodians in conformity with
the requirements of Rule 17f-5 under the Investment Company Act of 1940, as
amended;
NOW THEREFORE, in consideration of the premises and covenants contained
herein, the Custodian and the Fund hereby amend the Custodian Contract by the
addition of the following terms and provisions:
1. Notwithstanding any provisions to the contrary set forth in the Custodian
Contract, the Custodian may hold securities and other non-cash property for
all of its customers, including the Fund, with a foreign sub-custodian in a
single account that is identified as belonging to the Custodian for the
benefit of its customers, provided, however, that (i) the records of the
Custodian with respect to securities and other non-cash property of the Fund
which are maintained in such account shall identify by book-entry those
securities and other non-cash property belonging to the Fund and (ii) the
Custodian shall require that securities and other non-cash property so held
by the foreign sub-custodian be held separately from any assets of the
foreign sub-custodian or of others.
2. Except as specifically superseded or modified herein, the terms and
provisions of the Custodian Contract shall continue to apply with force and
effect.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed as a sealed instrument in its name and behalf by its duly authorized
representatives this 17th day of October, 1996.
PHOENIX STRATEGIC EQUITY SERIES FUND
By:/s/ Xxxxxxx X. Xxxxxx
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Title: Executive Vice President
STATE STREET BANK AND TRUST COMPANY
By:/s/ Xxxxxx X. Xxxx
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Title: Executive Vice President
