Counsel, Inc. and Engemann Asset Management dated January 1, 2005, on

behalf of the Phoenix Income and Growth Fund, filed herewith.





                     PHOENIX INVESTMENT SERIES FUND



                        SUBADVISORY AGREEMENT



                                                      January 1, 2005



Engemann Asset Management

600 North Rosemead Boulevard

Pasadena, California 91107-2133





RE:	Subadvisory Agreement



Ladies and Gentlemen:



Phoenix Investment Series Fund  (the "Fund") is a diversified

open-end investment company of the series type registered under

the Investment Company Act of 1940 (the "Act"), and is subject

to the rules and regulations promulgated thereunder.  The shares

of the Fund are offered or may be offered in several series,

including the Phoenix Income & Growth Fund (hereafter referred

to as the "Series").



Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and

recommends series advisers for the Series and is responsible for

the day-to-day management of the Series.



1.	Employment as a Subadviser.  The Adviser, being duly

authorized, hereby employs Engemann Asset Management (the

"Subadviser") as a discretionary series adviser to invest

and reinvest the equity portion of the portfolio of the

Series on the terms and conditions set forth herein.  The

services of the Subadviser hereunder are not to be deemed

exclusive; the Subadviser may render services to others and

engage in other activities that do not conflict in any

material manner in the Subadviser's performance hereunder.



2.	Acceptance of Employment; Standard of Performance.  The

Subadviser accepts its employment as a discretionary series

adviser of the equity portion of the portfolio of the

Series and agrees to use its best professional judgment to

make investment decisions for the Series in accordance with

the provisions of this Agreement and as set forth in

Schedule D attached hereto and made a part hereof.



3.	Services of Subadviser.  In providing management services

to the Series, the Subadviser shall be subject to the

investment objectives, policies and restrictions of the

Fund as they apply to the equity portion of the portfolio

of the Series only, as set forth in the Fund's then current

Prospectus and Statement of Additional Information (as the

same may be modified from time to time and provided to the

Subadviser by Adviser), and to any applicable investment

restrictions set forth in the Act and the Rules thereunder,

to the supervision and control of the Trustees of the Fund

(the "Trustees"), and to instructions from the Adviser. The

Subadviser shall not, without the Fund's prior approval,

effect any transactions that would cause the equity portion

of the portfolio of the Series at the time of the

transaction to be out of compliance with any such

restrictions or policies. The Adviser shall be responsible

for monitoring compliance with the investment objectives,

policies and restrictions of the Fund.



4.	Transaction Procedures.  The series transactions placed for

the Series by the Subadviser will be consummated by payment

to, or delivery by, the Custodian(s) from time to time

designated by the Fund (the "Custodian"), or such

depositories or agents as may be designated by the

Custodian in writing, of all cash and/or securities due to

or from the Series. The Subadviser shall not have

possession or custody of such cash and/or securities or any

responsibility or liability with respect to such custody.

The Subadviser shall advise the Custodian and confirm in

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