SUBADVISORY AGREEMENT





















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                               PHOENIX SERIES FUND



                              SUBADVISORY AGREEMENT

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



                                                                   June 26, 1998



Roger Engemann & Associates, Inc.

600 North Rosemead Boulevard

Pasadena, California 91107-2101



RE:  SUBADVISORY AGREEMENT



Gentlemen:



Phoenix Series Fund (the "Trust") 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 Trust are offered or may be offered in several series, including

the Phoenix Aggressive Growth Fund Series (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 Roger Engemann & Associates, Inc. (the "Subadviser") as a

         subadviser to invest and reinvest the assets 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 which 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 subadviser to the Adviser and agrees to use

         its best professional judgment to make investment decisions for the

         Series in accordance with the provisions of this Agreement.



 3.      Services of Subadviser. The Subadviser shall provide the services set

         forth herein and in Schedule A attached hereto and made a part hereof.

         In providing management services to the Series, the Subadviser shall be

         subject to the investment objectives, policies and restrictions of the

         Trust as they apply to the Series and as set forth in the Trust's then

         current Prospectus and Statement of Additional Information (as the same

         may be modified from time to time), and to the Trust's Agreement and

         Declaration of Trust and By-Laws, to the investment and other

         restrictions set forth in the Act, the Securities Act of 1933 and the

         Internal Revenue Code and the rules and regulations thereunder, and to

         the supervision and control of the Trustees of the Trust (the

         "Trustees"). The Subadviser shall not, without the Adviser's prior

         approval, effect any transactions which would cause the Series at the

         time of the transaction to be out of compliance with any of such

         restrictions or policies.





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 4.      Expenses. The Subadviser shall furnish at its own expense, or pay the

         expenses of the Adviser, for the following:



                (a)     Office facilities, including office space, furniture and

                        equipment utilized by its employees, in the fulfillment

                        of Subadviser's responsibilities hereunder;



                (b)     Personnel necessary to perform the functions required to

                        manage the investment and reinvestment of each Series'

                        assets (including those required for research,

                        statistical and investment work), and to fulfill the

                        other functions of the Subadviser hereunder;



                (c)     Personnel to serve without salaries for the Trust as

                        officers or agents of the Trust. The Subadviser need not

                        provide personnel to perform, or pay the expenses of the

                        Adviser for, services customarily performed for an

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