SECOND AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

SECOND AMENDMENT

TO AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

THIS AMENDMENT effective as of the 7^th 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:

 

1.	Schedule A to the Agreement is hereby deleted in its entirety and Schedule A attached hereto substituted in its place.

 

2.

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.

 

3.	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 Amendment to be executed by their duly authorized officers of other representatives.

 

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SCHEDULE A

 

Name of Series		Investment Advisory Fee
Phoenix Dynamic Growth Fund		0.80	%
Phoenix Fundamental Growth Fund		0.80	%

 

		$1st Billion			$1 + Billion through $2 Billion			$2+ Billion
Phoenix Strategic Growth Fund		0.70	%		0.65	%		0.60	%