PHOENIX EQUITY PLANNING CORPORATION Hartford, CT 06115-0480Sales Agreement • August 27th, 2007 • Phoenix Strategic Equity Series Fund • Connecticut
Phoenix Equity Planning Corporation (“PEPCO”, “we”, “us”, or “our”) invites you to participate in the sale and distribution of shares of registered investment companies (which shall collectively be referred to hereinafter as the “Funds”) for which we are national distributor or principal underwriter, and which may be listed in Annex A hereto which such Annex may be amended by us from time to time. Upon acceptance of this agreement by PEPCO, you may offer and sell shares of each of the Funds (hereafter “Shares”) subject, however, to the terms and conditions hereof including our right to suspend or cease the sale of such shares. For the purposes hereof, the above referenced dealer shall be referred to as “you”.
AMENDMENT TO SCHEDULE A of ADMINISTRATION AGREEMENTAdministration Agreement • August 27th, 2007 • Phoenix Strategic Equity Series Fund
THIS AMENDMENT made effective as of the 27th day of June, 2007 amends that certain administration agreement, dated as of July 1, 2006 between the trusts listed on Schedule A (each, a “Trust” and together the “Trusts”) including the funds listed under each Trust (each, a “Fund” and together the “Funds”) and Phoenix Equity Planning Corporation, a Connecticut Corporation (the “Administration Agreement”) as herein below provided.
AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT between PHOENIX FUNDS and PHOENIX EQUITY PLANNING CORPORATIONTransfer Agency and Service Agreement • August 27th, 2007 • Phoenix Strategic Equity Series Fund • Connecticut
This AGREEMENT, effective the 1st day of July, 2006, is made by and between the undersigned entities (hereinafter each referred to as the “Fund” and collectively referred to as the “Phoenix Funds”) and PHOENIX EQUITY PLANNING CORPORATION (hereinafter referred to as the “Transfer Agent”). This Agreement supercedes any previous Transfer Agency and Service Agreement entered into between the above-referenced parties.
ADMINISTRATION AGREEMENTAdministration Agreement • August 27th, 2007 • Phoenix Strategic Equity Series Fund • Connecticut
This agreement is effective as of the 1st day of July, 2006 by and between the trusts listed on Schedule A (each a “Trust” and together the “Trusts”) including the funds listed under each Trust (each, a “Fund” and together the “Funds”), and Phoenix Equity Planning Corporation, a Connecticut corporation (the “Administrator”).
PHOENIX STRATEGIC EQUITY SERIES FUND (the “Fund”) CLASS B SHARES AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1 under the INVESTMENT COMPANY ACT OF 1940Phoenix Strategic Equity Series Fund • August 27th, 2007 • Phoenix Strategic Equity Series Fund
PHOENIX STRATEGIC EQUITY SERIES FUND (the “Fund”) CLASS A SHARES AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1 under the INVESTMENT COMPANY ACT OF 1940Phoenix Strategic Equity Series Fund • August 27th, 2007 • Phoenix Strategic Equity Series Fund
SECOND AMENDMENT TO SUBADVISORY AGREEMENTSubadvisory Agreement • August 27th, 2007 • Phoenix Strategic Equity Series Fund
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:
PHOENIX STRATEGIC EQUITY SERIES FUND (the “Fund”) CLASS C SHARES AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1 under the INVESTMENT COMPANY ACT OF 1940Phoenix Strategic Equity Series Fund • August 27th, 2007 • Phoenix Strategic Equity Series Fund
SECOND AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • August 27th, 2007 • Phoenix Strategic Equity Series Fund
THIS AMENDMENT effective as of the 7th day of October, 2006 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, as amended on July 29, 2005 (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:
