PHOENIX SERIES FUND



                              SUBADVISORY AGREEMENT

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



                                                                   June 28, 2006



Harris Investment Management, Inc.

190 South LaSalle Street

Chicago, IL 60690



RE:      SUBADVISORY AGREEMENT



Ladies and 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

(collectively, sometimes hereafter referred to as the "Series").



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

subadvisers 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 Harris Investment Management, Inc. (the "Subadviser") as a

         discretionary series subadviser to invest and reinvest the assets of

         each of the Series set forth on Schedule F attached hereto (the

         "Designated Series") on the terms and conditions set forth herein. The

         services of the Subadviser hereunder are not to be deemed exclusive by

         reason of this Agreement (and without prejudice to any applicable

         restrictions set forth in any other written agreement between the

         Subadviser or any of its affiliates, on the one hand, and the Adviser

         or any of its affiliates, on the other hand); the Subadviser may

         (subject to the terms of any such other written agreements) render

         services to others and engage in other activities that do not conflict

         in any material manner with the Subadviser's performance hereunder.



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

         accepts its employment as a discretionary series subadviser of each of

         the Designated Series and agrees to use its best professional judgment

         to make investment decisions for each such Designated 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 each of the

         Designated Series, the Subadviser shall be subject to the investment

         objectives, policies and restrictions of the Trust as they apply to

         such Designated Series and as set forth in the





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         Trust'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

         Trust'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 Trust (the "Trustees"),

         and to instructions from the Adviser. The Subadviser shall not, without

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

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

         compliance with any of such restrictions or policies applicable to such

         Designated Series.



4.       Transaction Procedures. All series transactions for the Designated

         Series shall be consummated by payment to, or delivery by, the

         custodian(s) from time to time designated by the Trust (the

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