0001193125-07-188101 Sample Contracts

PHOENIX INVESTMENT SERIES FUND Phoenix Income & Growth Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • August 23rd, 2007 • Phoenix Investment Series Fund • Delaware

Phoenix Investment 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 Income & Growth Fund (collectively, sometimes hereafter referred to as the “Series”).

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AMENDMENT TO SCHEDULE A of ADMINISTRATION AGREEMENT
Administration Agreement • August 23rd, 2007 • Phoenix Investment 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 • August 23rd, 2007 • Phoenix Investment 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”.

AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT between PHOENIX FUNDS and PHOENIX EQUITY PLANNING CORPORATION
Transfer Agency and Service Agreement • August 23rd, 2007 • Phoenix Investment Series Fund • Connecticut

This AGREEMENT, effective the 1st day of July, 2006, is made by and between the undersigned entities (hereinafter each referred to as the “Fund” and collectively referred to as the “Phoenix Funds”) and PHOENIX EQUITY PLANNING CORPORATION (hereinafter referred to as the “Transfer Agent”). This Agreement supercedes any previous Transfer Agency and Service Agreement entered into between the above-referenced parties.

ADMINISTRATION AGREEMENT
Administration Agreement • August 23rd, 2007 • Phoenix Investment Series Fund • Connecticut

This agreement is effective as of the 1st day of July, 2006 by and 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 “Administrator”).

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