EXHIBIT d INVESTMENT ADVISORY AGREEMENT BETWEEN REGISTRANT AND ENGEMANN ASSET MANAGEMENTPhoenix Equity Series Fund • December 28th, 2005 • Delaware
EXHIBIT h.1.c SECOND AMENDMENT TO THE TRANSFER AGENCY AND SERVICE AGREEMENT SECOND AMENDMENT TO THE TRANSFER AGENCY AND SERVICE AGREEMENTAgency and Service Agreement • December 28th, 2005 • Phoenix Equity Series Fund
THIS SECOND AMENDMENT is made by and between the undersigned entities (hereinafter singularly referred to as a "Fund" and collectively referred to as the "Phoenix Funds" or "Funds"), and Phoenix Equity Planning Corporation (hereinafter referred to as the "Transfer Agent") and amends the Transfer Agency and Service Agreement dated as of June 1, 1994, and amended by a First Amendment dated February 28, 2004 (the "Agreement"), pursuant to which the Transfer Agent has agreed to provide certain transfer agent and related services to the Funds.
EXHIBIT e.2 FORM OF SALES AGREEMENT BETWEEN PEPCO AND DEALERSPhoenixfunds and Available Share Classes • December 28th, 2005 • Phoenix Equity Series Fund • Connecticut
