EXHIBIT d.2
FIRST AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
FIRST AMENDMENT
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TO AMENDED AND RESTATED
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INVESTMENT ADVISORY AGREEMENT
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THIS AMENDMENT effective as of the 29th day of July, 2005 amends that
certain Amended and Restated Investment Advisory Agreement dated as of November
20, 2002 (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. The Phoenix Fundamental Growth Fund and Phoenix Dynamic Growth Fund will
each become a series of the Trust.
2. The name of the series Phoenix-Seneca Growth Fund will become Phoenix
Large-Cap Growth Fund and the name of the series Phoenix-Seneca Strategic
Theme Fund will become Phoenix Strategic Growth Fund.
3. Schedule A to the Agreement is hereby deleted in its entirety and Schedule
A attached hereto substituted in its place.
4. 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.
5. This Amendment shall become effective on the date first accepted by the
Adviser which date is set forth on the signature page hereof.
6. 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 Agreement to be executed by their duly authorized officers of other
representatives.
PHOENIX INVESTMENT COUNSEL, INC.
By: .s. Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President and Clerk
PHOENIX STRATEGIC EQUITY SERIES FUND
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
SCHEDULE A
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SERIES INVESTMENT ADVISORY FEE
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Phoenix Dynamic Growth Fund 0.80%
Phoenix Fundamental Growth Fund 0.80%
$1st Billion $1 + Billion $2+ Billion
through $2
Billion
Phoenix Large-Cap Growth Fund 0.70% 0.65% 0.60%
Phoenix Strategic Growth Fund 0.75% 0.70% 0.65%
The parties to this Agreement hereby acknowledge the following fund name
changes: Phoenix Large-Cap Growth Fund f/k/a Phoenix-Seneca Growth Fund f/k/a
Phoenix-Seneca Equity Opportunities Fund f/k/a Phoenix Equity Opportunities Fund
and Phoenix Strategic Growth Fund f/k/a Phoenix-Seneca Strategic Theme Fund
f/k/a Phoenix Strategic Theme Fund.
