PHOENIX SERIES FUND

                             PHOENIX HIGH YIELD FUND

                              SUBADVISORY AGREEMENT



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                               PHOENIX SERIES FUND

                             PHOENIX HIGH YIELD FUND



                              SUBADVISORY AGREEMENT

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



                                                                November 1, 2005



Seneca Capital Management LLC

909 Montgomery Street

San Francisco, CA 94133



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 High Yield Fund (previously known as Phoenix-Goodwin High Yield Fund)

(collectively, sometimes 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 Seneca Capital Management LLC (the "Subadviser") as a discretionary

     series adviser to invest and reinvest that discrete portion of the assets

     of the Series designated by the Adviser on the terms and conditions set

     forth herein.



2.   Acceptance of Employment; Standard of Performance. The Subadviser accepts

     its employment as a discretionary series adviser 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.

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     A.   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 Series and as set forth in the Fund's

          then current prospectus ("Prospectus") and statement of additional

          information ("Statement of Additional Information") filed with the

          Securities and Exchange Commission (the "SEC") as part of the Fund's

          Registration Statement, as may be periodically amended and provided to

          the Subadviser by the Adviser, and to the 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







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          the Fund's prior written approval, effect any transactions that would

          cause the Series at the time of the transaction to be out of

          compliance with any of such restrictions or policies.



     B.   The Fund and the Adviser acknowledge that the Subadviser is an

          investment adviser to other clients, including accounts in which the

          Subadviser or affiliates of the Subadviser have a beneficial interest.

          The Fund and the Adviser understand and agree that the Subadviser's

          management services for its other clients may differ as to timing

          and/or content from its management of the Series. Subadviser will have

          no obligation to buy or sell for the Series any security that the

          Subadviser or any affiliate may purchase or sell for itself or for

          other clients. The Fund and the Adviser further recognize that

          transactions in any particular security may not be accomplished for

          all Subadviser clients' accounts at the same time or at the same

          price.

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