0001193125-08-041504 Sample Contracts

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.

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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.

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.

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 AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 28th, 2008 • Phoenix Series Fund

THIS AMENDMENT effective as of the 21st day of September, 2007 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, as Amended as of January 3, 2005 (the “Agreement”) by and between Phoenix Series Fund, a Delaware statutory trust (the “Trust”) and Phoenix Investment Counsel, Inc., a Massachusetts corporation (the “Adviser”) as follows:

FIRST AMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • February 28th, 2008 • Phoenix Series Fund

THIS AMENDMENT effective as of the 1st day of March, 2007 amends that certain Subadvisory Agreement also effective March 1, 2007 (the “Agreement”) among Phoenix Series Fund (the “Fund”), a Delaware statutory trust on behalf of its series Phoenix Balanced Fund, Phoenix Core Bond Fund and Phoenix Money Market Fund (each a “Series”), Phoenix Investment Counsel, Inc., a Massachusetts corporation (the “Adviser”) and Goodwin Capital Advisers, Inc., a New York corporation (the “Subadviser”) as follows:

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