0001193125-07-198844 Sample Contracts

PHOENIX SERIES FUND Phoenix Balanced Fund Phoenix Core Bond Fund Phoenix Money Market Fund SUBADVISORY AGREEMENT
Subadvisory 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”).

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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”.

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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