PHOENIX 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 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

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