PHOENIX SERIES FUND

                             SUBADVISORY AGREEMENT





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                               PHOENIX SERIES FUND



                              SUBADVISORY AGREEMENT

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                                                                 January 1, 2005



Engemann Asset Management

600 North Rosemead Boulevard

Pasadena, California 91107-2133



RE:    SUBADVISORY AGREEMENT



Ladies and Gentlemen:



Phoenix 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 Balanced 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 assets of 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.





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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 solely 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 writing

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