Phoenix Series Fund Sample Contracts

EXHIBIT d.1
Investment Advisory Agreement • February 27th, 2004 • Phoenix Series Fund • Connecticut
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EXHIBIT 5
Investment Advisory Agreement • February 27th, 1997 • Phoenix Series Fund • Massachusetts
DISTRIBUTION AGREEMENT CLASS B SHARES
Distribution Agreement • February 27th, 1997 • Phoenix Series Fund • Massachusetts
EXHIBIT 8.3
Custodian Agreement • February 27th, 1997 • Phoenix Series Fund
EXHIBIT d.8 PHOENIX SERIES FUND SUBADVISORY AGREEMENT
Subadvisory Agreement • February 13th, 2006 • Phoenix Series Fund • Delaware
SECOND AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 27th, 2007 • Phoenix Series Fund
EXHIBIT h.9 SECOND AMENDMENT TO THE TRANSFER AGENCY AND SERVICE AGREEMENT SECOND AMENDMENT TO THE TRANSFER AGENCY AND SERVICE AGREEMENT
Agency and Service Agreement • February 13th, 2006 • Phoenix 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.

WITNESSETH:
Deferred Compensation Agreement • April 4th, 2005 • Phoenix Series Fund
SUPPLEMENT TO PHOENIX FAMILY OF FUNDS SALES AGREEMENT
Sales Agreement • December 29th, 1997 • Phoenix Series Fund • Connecticut
FOURTH AMENDMENT TO AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT
Financial Agent Agreement • February 25th, 2005 • Phoenix Series Fund
Exhibit 1.1
An Agreement • February 27th, 1997 • Phoenix Series Fund • Massachusetts
EXHIBIT h.10 SECURITIES LENDING AUTHORIZATION AGREEMENT BETWEEN REGISTRANT AND STATE STREET
Securities Lending Authorization Agreement • February 13th, 2006 • Phoenix Series Fund • Massachusetts
AMENDMENT TO SCHEDULE A of ADMINISTRATION AGREEMENT
Administration Agreement • September 11th, 2007 • Phoenix Series Fund

THIS AMENDMENT made effective as of the 27th day of June, 2007 amends that certain administration agreement, dated as of July 1, 2006 between the trusts listed on Schedule A (each, a “Trust” and together the “Trusts”) including the funds listed under each Trust (each, a “Fund” and together the “Funds”) and Phoenix Equity Planning Corporation, a Connecticut Corporation (the “Administration Agreement”) as herein below provided.

PHOENIX EQUITY PLANNING CORPORATION Hartford, CT 06115-0480
Sales Agreement • September 11th, 2007 • Phoenix Series Fund • Connecticut

Phoenix Equity Planning Corporation (“PEPCO”, “we”, “us”, or “our”) invites you to participate in the sale and distribution of shares of registered investment companies (which shall collectively be referred to hereinafter as the “Funds”) for which we are national distributor or principal underwriter, and which may be listed in Annex A hereto which such Annex may be amended by us from time to time. Upon acceptance of this agreement by PEPCO, you may offer and sell shares of each of the Funds (hereafter “Shares”) subject, however, to the terms and conditions hereof including our right to suspend or cease the sale of such shares. For the purposes hereof, the above referenced dealer shall be referred to as “you”.

FOURTH AMENDMENT TO SCHEDULE A of ADMINISTRATION AGREEMENT
Administration Agreement • February 28th, 2008 • Phoenix Series Fund

THIS AMENDMENT made effective as of the 31st day of January, 2008 amends that certain administration agreement, dated as of July 1, 2006, as amended November 15, 2007 and whose Schedule A was amended on June 27, 2007, September 24, 2007 and October 1, 2007, between the trusts listed on Schedule A (each, a “Trust” and together the “Trusts”) including the funds listed under each Trust (each, a “Fund” and together the “Funds”) and Phoenix Equity Planning Corporation, a Connecticut Corporation (the “Administration Agreement”) as herein below provided.

EXHIBIT 15.2
Phoenix Series Fund • February 27th, 1997
Exhibit a Agreement And Declaration Of Trust of Phoenix Series Fund
Phoenix Series Fund • November 30th, 2000 • Delaware
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SECOND AMENDMENT TO SCHEDULE A of ADMINISTRATION AGREEMENT
Administration Agreement • February 28th, 2008 • Phoenix Series Fund

THIS AMENDMENT made effective as of the 24th day of September, 2007 amends that certain administration agreement, dated as of July 1, 2006, as amended June 27, 2007, between the trusts listed on Schedule A (each, a “Trust” and together the “Trusts”) including the funds listed under each Trust (each, a “Fund” and together the “Funds”) and Phoenix Equity Planning Corporation, a Connecticut Corporation (the “Administration Agreement”) as herein below provided.

PHOENIX SERIES FUND Phoenix Balanced Fund Phoenix Core Bond Fund Phoenix Money Market Fund SUBADVISORY AGREEMENT
Agreement • September 11th, 2007 • Phoenix Series Fund • Delaware

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, Phoenix Core Bond Fund and Phoenix Money Market Fund (collectively, sometimes hereafter referred to as the “Series”).

EXHIBIT 9.1
Transfer Agency and Service Agreement • February 27th, 1997 • Phoenix Series Fund • Connecticut
FIRST AMENDMENT to ADMINISTRATION AGREEMENT
Administration Agreement • February 28th, 2008 • Phoenix Series Fund

THIS AMENDMENT made effective as of the 15th day of November, 2007 amends that certain administration agreement, dated as of July 1, 2006 between the trusts listed on Schedule A (each, a “Trust” and together the “Trusts”) including the funds listed under each Trust (each, a “Fund” and together the “Funds”) and Phoenix Equity Planning Corporation, a Connecticut Corporation (the “Administration Agreement”) as herein below provided.

EXHIBIT 9.2
Financial Agent Agreement • February 27th, 1997 • Phoenix Series Fund • Connecticut
PHOENIX EQUITY PLANNING CORPORATION 100 Bright Meadow Blvd. P.O. Box 2200 Enfield, Connecticut 06083-2200
Phoenix Phoenix Funds • December 29th, 1997 • Phoenix Series Fund • Connecticut
AMENDMENT TO SUB-TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN PHOENIX EQUITY PLANNING CORPORATION AND BOSTON FINANCIAL DATA SERVICES, INC.
Sub-Transfer Agency and Service Agreement • February 28th, 2008 • Phoenix Series Fund

This Amendment is made as of this 1st day of July 2006 between Phoenix Equity Planning Corporation (the “Transfer Agent”) and Boston Financial Data Services, Inc. (the “Sub-Transfer Agent”). In accordance with Article 3 (Fees and Expenses), Article 15.1 (Amendment) and Article 16 (Additional Funds) of the Sub-Transfer Agency and Service Agreement between the Transfer Agent and Sub-Transfer Agent dated as of January 1, 2005 (the “Agreement”), the parties desire to amend the Agreement as set forth herein.

SECOND AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT BETWEEN EACH TRUST LISTED ON SCHEDULE B HERETO, ON BEHALF OF EACH RESPECTIVE SERIES OF EACH SUCH TRUST, SEVERALLY AND NOT JOINTLY, AS SET FORTH ON SCHEDULE B AND STATE STREET BANK AND...
Securities Lending Authorization Agreement • September 11th, 2007 • Phoenix Series Fund • Massachusetts

This Second Amendment (this “Amendment”) dated as of March 1, 2007 is between each of the Trusts Listed on Schedule B hereto (each, a “Trust”), on behalf of each respective series of each such Trust, severally and not jointly, as listed, respectively, on Schedule B (each such series, a “Fund”, and collectively, the “Funds”), and State Street Bank and Trust Company, a Massachusetts trust company, its affiliates or subsidiaries (collectively referred to herein as “State Street”).

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