PHOENIX-EUCLID FUNDS



                              MANAGEMENT AGREEMENT



                                                                  March 1, 1999



EUCLID ADVISORS LLC

900 Third Avenue

New York, New York 10022-4728



Gentlemen:



                  Phoenix-Euclid Funds, a Delaware business trust (the "Trust"),

is an investment company registered under the Investment Company Act of 1940, as

amended (the "1940 Act"). The Trust currently offers shares of one series,

Phoenix-Euclid Market Neutral Fund, with four classes of shares, designated as

Class A, Class B, Class C and Class I shares. In the future the Trust may

authorize and issue other series and other classes of shares.



                Each series of the Trust invests and reinvests its assets in a

portfolio of securities and investments. The Trust hereby engages you to act as

its investment manager for each series of the Trust authorized now or in the

future subject to the terms and conditions of this Agreement.



SECTION I.   Investment Management Services.

             ------------------------------



                You shall use your staff and other facilities to conduct and

maintain a continuous review of each series' portfolio of securities and

investments, and shall advise and assist each series of the Trust with respect

to the selection, acquisition, holding and disposal of securities and

investments. In so doing, you shall be guided by the investment objectives and

policies of each series as delineated and limited in documents filed with the

Securities and Exchange Commission (the "SEC"), as amended from time to time, by

policies adopted by the Board of Trustees of the Trust (the "Board") and by the

provisions of the 1940 Act and the rules promulgated thereunder, so that at all

times the Trust shall be in compliance with its policies and the provisions of

the 1940 Act. The Trust agrees to supply you with copies of all such documents

and to notify you of any changes in its investment objectives, policies and

restrictions.



                 In rendering services to the Trust pursuant to this Agreement,

you may employ, retain or otherwise avail yourself of the services or facilities

of other persons or organizations for the purpose of providing you or the Trust

with such statistical and other factual information, such advice regarding

economic factors and trends, such advice as to occasional transactions in

specific securities, or such other information, advice or assistance as you may

deem necessary, appropriate or convenient for the discharge of your obligations

under this Agreement or otherwise helpful to the Trust or in the discharge of

your overall responsibilities with respect to the other accounts which you or

your affiliates serve as investment manager.



{PAGE}





                  You and any person performing executive, administrative or

trading functions for the Trust, whose services were made available to the Trust

by you, are specifically authorized to allocate brokerage and principal business

to firms that provide such services or facilities or to cause the Trust to pay a

member of a securities exchange or any other securities broker or dealer an

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