Exhibit (d)(2)
                              SUBADVISORY AGREEMENT
                               PHOENIX ASSET TRUST
                          PHOENIX RISING DIVIDENDS FUND
                           PHOENIX SMALL-MID CAP FUND
                              SUBADVISORY AGREEMENT
                              ---------------------
                                                               September 1, 2006
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management, LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE:      SUBADVISORY AGREEMENT
Ladies and Gentlemen:
Phoenix Asset Trust (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 Rising Dividends Fund and Phoenix Small-Mid Cap Fund (collectively,
sometimes hereafter referred to as the "Series").
Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series
advisers for the Series and is responsible for the day-to-day management of the
Series.
1.       Employment as a Subadviser. The Adviser, being duly authorized, hereby
         employs ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management, LLC (the
         "Subadviser") as a discretionary series adviser to invest and reinvest
         that discrete portion of the assets of the Series designated by the
         Advisers as set forth on Schedule F attached hereto (the "Designated
         Series") on the terms and conditions set forth herein. The services of
         the Subadviser hereunder are not to be deemed exclusive; the Subadviser
         may render services to others and engage in other activities that do
         not conflict in any material manner in the Subadviser's performance
         hereunder.
2.       Acceptance of Employment; Standard of Performance. The Subadviser
         accepts its employment as a discretionary series adviser of the
         Designated Series and agrees to use its best professional judgment to
         make investment decisions for the Designated Series in accordance with
         the provisions of this Agreement and as set forth in Schedule D
         attached hereto and made a part hereof.
3.       Services of Subadviser. In providing management services to the
         Designated Series, the Subadviser shall be subject to the investment
         objectives, policies and restrictions of the Fund as they apply to the
         Designated Series and as set forth in the Fund's then current
         prospectus ("Prospectus") and statement of additional information
         ("Statement of Additional Information") filed with the Securities and
         Exchange Commission (the
         "SEC") as part of the Fund's Registration Statement, as may be
         periodically amended and provided to the Subadviser by the Adviser,
         and to the investment restrictions set forth in the Act and the Rules
         thereunder, to the supervision and control of the Trustees of the Fund
         (the "Trustees"), and to instructions from the Adviser. The Subadviser
         shall not, without the Fund's prior written approval, effect any
         transactions that would cause the Designated Series at the time of the
         transaction to be out of compliance with any of such restrictions or
         policies.
4.       Transaction Procedures. All series transactions for the Designated
         Series shall be consummated by payment to, or delivery by, the
         Custodian(s) from time to time designated by the Fund (the
         "Custodian"), or such depositories or agents as may be designated by
         the Custodian in writing, of all cash and/or securities due to or from
         the Series. The Subadviser shall not have possession or custody of
         such cash and/or securities or any responsibility or liability with
         respect to such custody. The Subadviser shall advise the Custodian and
         confirm in writing to the Fund all investment orders for the
         Designated Series placed by it with brokers and dealers at the time
         and in the manner set forth in Schedule A hereto (as amended from time
         to time). The Fund shall issue to the Custodian such instructions as
         may be appropriate in connection with the settlement of any
         transaction initiated by the Subadviser. The Fund shall be responsible
         for all custodial arrangements and the payment of all custodial
         charges and fees, and, upon giving proper instructions to the
         Custodian, the Subadviser shall have no responsibility or liability
         with respect to custodial arrangements or the act, omissions or other
         conduct of the Custodian.
5.       Allocation of Brokerage. The Subadviser shall have authority and
         discretion to select brokers and dealers to execute Designated Series
         transactions initiated by the Subadviser, and to select the markets on
         or in which the transactions will be executed.
         A.       In placing orders for the sale and purchase of Designated
                  Series securities for the Fund, the Subadviser's primary
                  responsibility shall be to seek the best execution of orders
                  at the most favorable prices. However, this responsibility
                  shall not obligate the Subadviser to solicit competitive bids
                  for each transaction or to seek the lowest available
                  commission cost to the Fund, so long as the Subadviser
                  reasonably believes that the broker or dealer selected by it
                  can be expected to obtain a "best execution" market price on
                  the particular transaction and determines in good faith that
                  the commission cost is reasonable in relation to the value of
                  the brokerage and research services (as defined in Section
                  28(e)(3) of the Securities Exchange Act of 1934) provided by
                  such broker or dealer to the Subadviser, viewed in terms of
                  either that particular transaction or of the Subadviser's
                  overall responsibilities with respect to its clients,
                  including the Fund, as to which the Subadviser exercises
                  investment discretion, notwithstanding that the Fund may not
                  be the direct or exclusive beneficiary of any such services or
                  that another broker may be willing to charge the Fund a lower
                  commission on the particular transaction.
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         B.       The Subadviser may manage other portfolios and expects that
                  the Fund and other portfolios the Subadviser manages will,
                  from time to time, purchase or sell the same securities. The
                  Subadviser may aggregate orders for the purchase or sale of
                  securities on behalf of the Designated Series with orders on
                  behalf of other portfolios the Subadviser manages. Securities
                  purchased or proceeds of securities sold through aggregated
                  orders shall be allocated to the account of each portfolio
                  managed by the Subadviser that bought or sold such securities
                  at the average execution price. If less than the total of the
                  aggregated orders is executed, purchased securities or
                  proceeds shall generally be allocated pro rata among the
                  participating portfolios in proportion to their planned
                  participation in the aggregated orders.
         C.       The Subadviser shall not execute any Series transactions for
                  the Designated Series with a broker or dealer that is an
                  "affiliated person" (as defined in the Act) of the Fund, the
                  Subadviser or the Adviser without the prior written approval
                  of the Fund. The Fund shall provide the Subadviser with a list
                  of brokers and dealers that are "affiliated persons" of the
                  Fund or the Adviser.
6.       Proxies.
         -------
         A.       The Subadviser, or a third party designee acting under the
                  authority and supervision of the Subadviser, shall review all
                  proxy solicitation materials and be responsible for voting and
                  handling all proxies in relation to the assets of the
                  Designated Series. Unless the Adviser or the Fund gives the
                  Subadviser written instructions to the contrary, the
                  Subadviser will, in compliance with the proxy voting
                  procedures of the Designated Series then in effect, vote or
                  abstain from voting, all proxies solicited by or with respect
                  to the issuers of securities in which assets of the Designated
                  Series may be invested. The Adviser shall cause the Custodian
                  to forward promptly to the Subadviser all proxies upon
                  receipt, so as to afford the Subadviser a reasonable amount of
                  time in which to determine how to vote such proxies. The
                  Subadviser agrees to provide the Adviser in a timely manner
                  with a record of votes cast containing all of the voting
                  information required by Form N-PX in an electronic format to
                  enable the Fund to file Form N-PX as required by Rule 30b1-4
                  under the Act.
          B.      The Subadviser is authorized to deal with reorganizations and
                  exchange offers with respect to securities held in the Series
                  in such manner as the Subadviser deems advisable, unless the
                  Fund or the Adviser otherwise specifically directs in writing.
                  With the Adviser's approval, the Subadviser shall also have
                  the authority to: (i) identify, evaluate and pursue legal
                  claims, including commencing or defending suits, affecting the
                  securities held at any time in the Series, including claims in
                  bankruptcy, class action securities litigation and other
                  litigation; (ii) participate in such litigation or related
                  proceedings with respect to such securities as the Subadviser
                  deems appropriate to preserve or enhance the value of the
                  Series, including filing proofs of claim and related documents
                  and serving as "lead plaintiff" in class action lawsuits;
                  (iii) exercise generally any of the powers
                                       3
                  of an owner with respect to the supervision and management of
                  such rights or claims, including the settlement, compromise or
                  submission to arbitration of any claims, the exercise of which
                  the Subadviser deems to be in the best interest of the Series
                  or required by applicable law, including ERISA, and (iv)
                  employ suitable agents, including legal counsel, and to pay
                  their reasonable fees, expenses and related costs from the
                  Series.
7.       Prohibited Conduct. In providing the services described in this
         Agreement, the Subadviser's responsibility regarding investment
         advice hereunder is limited to the Designated Series, and the
         Subadviser will not consult with any other investment advisory firm
         that provides investment advisory services to the Fund or any other
         investment company sponsored by Phoenix Investment Partners, Ltd.
         regarding transactions for the Fund in securities or other assets.
         The Fund shall provide the Subadviser with a list of investment
         companies sponsored by Phoenix Investment Partners, Ltd. and the
         Subadviser shall be in breach of the foregoing provision only if the
         investment company is included in such a list provided to the
         Subadviser prior to such prohibited action. In addition, the
         Subadviser shall not, without the prior written consent of the Fund
         and the Adviser, delegate any obligation assumed pursuant to this
         Agreement to any affiliated or unaffiliated third party.
8.       Information and Reports.
         -----------------------
         A.       The Subadviser shall keep the Fund and the Adviser informed
                  of developments relating to its duties as Subadviser of which
                  the Subadviser has, or should have, knowledge that would
                  materially affect the Designated Series. In this regard, the
                  Subadviser shall provide the Fund, the Adviser and their
                  respective officers with such periodic reports concerning the
                  obligations the Subadviser has assumed under this Agreement as
                  the Fund and the Adviser may from time to time reasonably
                  request. In addition, prior to each meeting of the Trustees,
                  the Subadviser shall provide the Adviser and the Trustees with
                  reports regarding the Subadviser's management of the
                  Designated Series that discrete portion of the assets the
                  Series managed by the Subadviser during the most recently
                  completed quarter which reports: (i) shall include
                  Subadviser's representation that its performance of its
                  investment management duties hereunder is in compliance with
                  the Fund's investment objectives and practices, the Act and
                  applicable rules and regulations under the Act, and the
                  diversification and minimum "good income" requirements of
                  Subchapter M under the Internal Revenue Code of 1986, as
                  amended, and (ii) otherwise shall be in such form as may be
                  mutually agreed upon by the Subadviser and the Adviser.
         B.       Each of the Adviser and the Subadviser shall provide the other
                  party with a list, to the best of the Adviser's or the
                  Subadviser's respective knowledge, of each affiliated person
                  (and any affiliated person of such an affiliated person) of
                  the Adviser or the Subadviser, as the case may be, and each of
                  the Adviser and Subadviser agrees promptly to update such list
                  whenever the Adviser or the
                                       4
                  Subadviser becomes aware of any changes that should be added
                  to or deleted from the list of affiliated persons.
         C.       The Subadviser shall also provide the Adviser with any
                  information reasonably requested by the Adviser regarding its
                  management of the Designated Series required for any
                  shareholder report, amended registration statement, or
                  Prospectus supplement to be filed by the Fund with the SEC.
9.       Fees for Services. The compensation of the Subadviser for its services
         under this Agreement shall be calculated and paid by the Adviser in
         accordance with the attached Schedule C. Pursuant to the Investment
         Advisory Agreement between the Fund and the Adviser, the Adviser is
         solely responsible for the payment of fees to the Subadviser.
10.      Limitation of Liability. The Subadviser shall not be liable for any
         action taken, omitted or suffered to be taken by it in its best
         professional judgment, in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred
         upon it by this Agreement, or in accordance with specific directions
         or instructions from the Fund, provided, however, that such acts or
         omissions shall not have constituted a material breach of the
         investment objectives, policies and restrictions applicable to the
         Designated Series as defined in the Prospectus and Statement of
         Additional Information and that such acts or omissions shall not
         have resulted from the Subadviser's willful misfeasance, bad faith
         or gross negligence, or reckless disregard of its obligations and
         duties hereunder.
11.      Confidentiality. Subject to the duty of the Subadviser and the Fund to
         comply with applicable law, including any demand of any regulatory
         or taxing authority having jurisdiction, the parties hereto shall
         treat as confidential all information pertaining to the Designated
         Series and the actions of the Subadviser and the Fund in respect
         thereof. Notwithstanding the foregoing, the Fund and the Adviser
         agree that the Subadviser may (i) disclose in marketing materials
         and similar communications that the Fund has engaged Subadviser
         pursuant to this Agreement, and (ii) include performance statistics
         regarding the Series in composite performance statistics regarding
         one or more groups of Subadviser's clients published or included in
         any of the foregoing communications, provided that the Subadviser
         does not identify any performance statistics as relating
         specifically to the Series.
12.      Assignment. This Agreement shall terminate automatically in the event
         of its assignment, as that term is defined in Section 2(a)(4) of the
         Act. The Subadviser shall notify the Fund in writing sufficiently in
         advance of any proposed change of control, as defined in Section
         2(a)(9) of the Act, as will enable the Fund to consider whether an
         assignment as defined in Section 2(a)(4) of the Act will occur, and to
         take the steps necessary to enter into a new contract with the
         Subadviser.
13.      Representations, Warranties and Agreements of the Subadviser. The
         Subadviser represents, warrants and agrees that:
                                       5
         A.       It is registered as an "Investment Adviser" under the
                  Investment Advisers Act of 1940, as amended ("Advisers Act").
         B.       It will maintain, keep current and preserve on behalf of the
                  Fund, in the manner required or permitted by the Act and the
                  Rules thereunder including the records identified in Schedule
                  B (as Schedule B may be amended from time to time). The
                  Subadviser agrees that such records are the property of the
                  Fund, and shall be surrendered to the Fund or to the Adviser
                  as agent of the Fund promptly upon request of either. The Fund
                  acknowledges that Subadviser may retain copies of all records
                  required to meet the record retention requirements imposed by
                  law and regulation.
         C.       It shall maintain a written code of ethics (the "Code of
                  Ethics") complying with the requirements of Rule 204A-1 under
                  the Advisers Act and Rule 17j-l under the Act and shall
                  provide the Fund and the Adviser with a copy of the Code of
                  Ethics and evidence of its adoption. It shall institute
                  procedures reasonably necessary to prevent Access Persons (as
                  defined in Rule 17j-1) from violating its Code of Ethics. The
                  Subadviser acknowledges receipt of the written code of ethics
                  adopted by and on behalf of the Fund. Each calendar quarter
                  while this Agreement is in effect, a duly authorized
                  compliance officer of the Subadviser shall certify to the Fund
                  and to the Adviser that the Subadviser has complied with the
                  requirements of Rules 204A-1 and 17j-l during the previous
                  calendar quarter and that there has been no material violation
                  of its Code of Ethics, or of Rule 17j-1(b), or that any
                  persons covered under its Code of Ethics has divulged or acted
                  upon any material, non-public information, as such term is
                  defined under relevant securities laws, and if such a
                  violation has occurred or the code of ethics of the Fund, or
                  if such a violation of its Code of Ethics has occurred, that
                  appropriate action was taken in response to such violation.
                  Annually, the Subadviser shall furnish to the Fund a written
                  report which complies with the requirements of Rule 17j-1
                  concerning the Subadviser's Code of Ethics to the Fund and the
                  Adviser. The Subadviser shall permit the Fund and the Adviser
                  to examine the reports required to be made by the Subadviser
                  under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph.
         D.       It has adopted and implemented, and throughout the term of
                  this Agreement shall maintain in effect and implement,
                  policies and procedures reasonably designed to prevent, detect
                  and correct violations by the Subadviser and its supervised
                  persons, and, to the extent the activities of the Subadviser
                  in respect to the Fund could affect the Fund, by the Fund, of
                  "federal securities laws" (as defined in Rule 38a-1 under the
                  Act), and that the Subadviser has provided the Fund with true
                  and complete copies of its policies and procedures (or
                  summaries thereof) and related information reasonably
                  requested by the Fund. The Subadviser agrees to cooperate with
                  periodic reviews by the Fund's compliance personnel of the
                  Subadviser's policies and procedures, their operation and
                  implementation and other compliance matters and to provide to
                  the Fund from time to time such additional information and
                  certifications in respect of the Subadviser's policies
                                       6
                  and procedures, compliance by the Subadviser with federal
                  securities laws and related matters and the Fund's compliance
                  personnel may reasonably request. The Subadviser agrees to
                  promptly notify the Adviser of any compliance violations which
                  affect the Designated Series.
         E.       Reference is hereby made to the Declaration of Trust
                  establishing the Fund, a copy of which has been filed with the
                  Secretary of the State of Delaware and elsewhere as required
                  by law, and to any and all amendments thereto so filed with
                  the Secretary of the State of Delaware and elsewhere as
                  required by law, and to any and all amendments thereto so
                  filed or hereafter filed. The name "Phoenix Asset Trust"
                  refers to the Trustees under said Declaration of Trust, as
                  Trustees and not personally, and no Trustee, shareholder,
                  officer, agent or employee of the Fund shall be held to any
                  personal liability in connection with the affairs of the Fund;
                  only the trust estate under said Declaration of Trust is
                  liable. Without limiting the generality of the foregoing,
                  neither the Subadviser nor any of its officers, directors,
                  partners, shareholders or employees shall, under any
                  circumstances, have recourse or cause or willingly permit
                  recourse to be had directly or indirectly to any personal,
                  statutory, or other liability of any shareholder, Trustee,
                  officer, agent or employee of the Fund or of any successor of
                  the Fund, whether such liability now exists or is hereafter
                  incurred for claims against the trust estate.
14.      Entire Agreement; Amendment. This Agreement, together with the
         Schedules attached hereto, constitutes the entire agreement of the
         parties with respect to the subject matter hereof and supersedes any
         prior written or oral agreements pertaining to the subject matter of
         this Agreement. This Agreement may be amended at any time, but only by
         written agreement among the Subadviser, the Adviser and the Fund, which
         amendment, other than amendments to Schedules A, B, D, E and F, is
         subject to the approval of the Trustees and the shareholders of the
         Fund as and to the extent required by the Act.
15.      Effective Date; Term. This Agreement shall become effective on the
         date set forth on the first page of this Agreement, and shall continue
         in effect until December 31, 2006. The Agreement shall continue from
         year to year thereafter only so long as its continuance has been
         specifically approved at least annually by the Trustees in accordance
         with Section 15(a) of the Act, and by the majority vote of the
         disinterested Trustees in accordance with the requirements of Section
         15(c) thereof.
16.      Termination. This Agreement may be terminated by any party, without
         penalty, immediately upon written notice to the other parties in the
         event of a material breach of any provision thereof by a party so
         notified, or otherwise upon thirty (30) days' written notice to the
         other parties, but any such termination shall not affect the status,
         obligations or liabilities of any party hereto to the other parties.
17.      Applicable Law. To the extent that state law is not preempted by the
         provisions of any law of the United States heretofore or hereafter
         enacted, as the same may be amended
                                       7
         from time to time, this Agreement shall be administered, construed
         and enforced according to the laws of the State of Delaware.
18.      Severability. If any term or condition of this Agreement shall be
         invalid or unenforceable to any extent or in any application, then the
         remainder of this Agreement shall not be affected thereby, and each
         and every term and condition of this Agreement shall be valid and
         enforced to the fullest extent permitted by law.
19.      Notices. Any notice or other communication required to be given
         pursuant to this Agreement shall be deemed duly given if delivered
         personally or by overnight delivery service or mailed by certified or
         registered mail, return receipt requested and postage prepaid, or sent
         by facsimile addressed to the parties at their respective addresses
         set forth below, or at such other address as shall be designated by
         any party in a written notice to the other party.
         (a)      To Phoenix Investment Counsel, Inc. at:
                  Phoenix Investment Counsel, Inc.
                  ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
                  ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
                  Attn:  ▇▇▇▇ ▇. ▇▇▇▇▇, Vice President and Clerk
                  Telephone:  (▇▇▇) ▇▇▇-▇▇▇▇
                  Facsimile:  (▇▇▇) ▇▇▇-▇▇▇▇
                  Email:  ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
         (b)      To ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management, LLC at:
                  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management, LLC
                  ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
                  ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
                  Attn:  ▇▇▇▇ ▇▇▇▇▇▇, Chief Compliance Officer
                  Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
                  Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
                  Email:  ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
20.      Certifications. The Subadviser hereby warrants and represents that it
         will provide the requisite certifications reasonably requested by the
         chief executive officer and chief financial officer of the Fund
         necessary for those named officers to fulfill their reporting and
         certification obligations on Form N-CSR and Form N-Q as required under
         the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to the extent that such reporting and
         certifications relate to the Subadviser's duties and responsibilities
         under this Agreement. Subadviser shall provide a quarterly
         certification in a form substantially similar to that attached as
         Schedule E.
                                       8
21.      Indemnification. The Adviser agrees to indemnify and hold harmless the
         Subadviser and the Subadviser's directors, officers, employees and
         agents from and against any and all losses, liabilities, claims,
         damages, and expenses whatsoever, including reasonable attorneys'
         fees (collectively, "Losses"), arising out of or relating to (i) any
         breach by the Adviser of any provision of this Agreement; (ii) the
         negligence, willful misconduct, bad faith, or breach of fiduciary
         duty of the Adviser; (iii) any violation by the Adviser of any law
         or regulation relating to its activities under this Agreement; and
         (iv) any dispute between the Adviser and any Fund shareholder,
         except to the extent that such Losses result from the gross
         negligence, willful misconduct, bad faith of the Subadviser or the
         Subadviser's reckless disregard of its obligations and duties
         hereunder.
22.      Receipt of Disclosure Document. The Fund acknowledges receipt, at
         least 48 hours prior to entering into this Agreement, of a copy of
         Part II of the Subadviser's Form ADV containing certain information
         concerning the Subadviser and the nature of its business.
23.      Counterparts; Fax Signatures. This Agreement may be executed in any
         number of counterparts (including executed counterparts delivered and
         exchanged by facsimile transmission) with the same effect as if all
         signing parties had originally signed the same document, and all
         counterparts shall be construed together and shall constitute the same
         instrument. For all purposes, signatures delivered and exchanged by
         facsimile transmission shall be binding and effective to the same
         extent as original signatures.
                            [signature page follows]
                                       9
                                  PHOENIX ASSET TRUST
                                  By: /s/  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
                                     -------------------------------------------
                                       Name:   ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
                                       Title:  Senior Vice President
                                  PHOENIX INVESTMENT COUNSEL, INC.
                                  By: /s/  ▇▇▇▇ ▇. ▇▇▇▇▇
                                     -------------------------------------------
                                       Name:  ▇▇▇▇ ▇. ▇▇▇▇▇
                                       Title: Vice President and Clerk
ACCEPTED:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT, LLC
By: /s/  ▇▇▇▇▇▇ ▇▇▇▇▇
    ---------------------------------------
      Name:  ▇▇▇▇▇▇ ▇▇▇▇▇
      Title: Chief Financial Officer
SCHEDULES:        A.       Operational Procedures
                  B.       Record Keeping Requirements
                  C.       Fee Schedule
                  D.       Subadviser Functions
                  E.       Form of Sub-Certification
                  F.       Designated Series
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                                   SCHEDULE A
                                   ----------
                             OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of
information to be supplied by Subadviser to State Street and Bank Trust Company
(the "Custodian") and PFPC, Inc., (the "Sub-Accounting Agent") for the Fund.
The Subadviser must furnish the Custodian and the Sub-Accounting Agent with
daily information as to executed trades, or, if no trades are executed, with a
report to that effect, no later than 5 p.m. (Eastern Standard time) on the day
of the trade each day the Fund is open for business. (Subadviser will be
responsible for reimbursement to the Fund for any loss caused by the
Subadviser's failure to comply.) The necessary information can be sent via
facsimile machine to the Custodian and the Sub-Accounting Agent. Information
provided to the Custodian and the Sub-Accounting Agent shall include the
following:
         1. Purchase or sale;
         2. Security name;
         3. CUSIP number, ISIN or Sedols (as applicable);
         4. Number of shares and sales price per share or aggregate principal
            amount;
         5. Executing broker;
         6. Settlement agent;
         7. Trade date;
         8. Settlement date;
         9. Aggregate commission or if a net trade;
         10. Interest purchased or sold from interest bearing security;
         11. Other fees;
         12. Net proceeds of the transaction;
         13. Exchange where trade was executed;
         14. Identified tax lot (if applicable); and
         15. Trade commission reason: best execution, soft dollar or research.
When opening accounts with brokers for, and in the name of, the Fund, the
account must be a cash account. No margin accounts are to be maintained in the
name of the Fund. Delivery instructions are as specified by the Custodian. The
Custodian will supply the Subadviser daily with a cash availability report via
access to the Custodian website, or by email or by facsimile and the
Sub-Accounting Agent will provide a five day cash projection. This will normally
be done by email or, if email is unavailable, by another form of immediate
written communication, so that the Subadviser will know the amount available for
investment purposes.
                                       11
                                   SCHEDULE B
                                   ----------
                   RECORDS TO BE MAINTAINED BY THE SUBADVISER
1.       (Rule 31a-1(b)(5)) A record of each brokerage order, and all other
         series purchases and sales, given by the Subadviser on behalf of the
         Fund for, or in connection with, the purchase or sale of securities,
         whether executed or unexecuted. Such records shall include:
         A. The name of the broker;
         B. The terms and conditions of the order and of any modifications or
            cancellations thereof;
         C. The time of entry or cancellation;
         D. The price at which executed;
         E. The time of receipt of a report of execution; and
         F. The name of the person who placed the order on behalf of the Fund.
2.       (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within
         ten (10) days after the end of the quarter, showing specifically the
         basis or bases upon which the allocation of orders for the purchase and
         sale of series securities to named brokers or dealers was effected, and
         the division of brokerage commissions or other compensation on such
         purchase and sale orders. Such record:
         A. Shall include the consideration given to:
                  (i)   The sale of shares of the Fund by brokers or dealers.
                  (ii)  The supplying of services or benefits by brokers or
                        dealers to:
                        (a) The Fund,
                        (b) The Adviser,
                        (c) The Subadviser, and
                        (d) Any person other than the foregoing.
                  (iii) Any other consideration other than the technical
                        qualifications of the brokers and dealers as such.
         B. Shall show the nature of the services or benefits made available.
         C. Shall describe in detail the application of any general or specific
            formula or other determinant used in arriving at such allocation of
            purchase and sale orders and such division of brokerage commissions
            or other compensation.
         D. The name of the person responsible for making the determination of
            such allocation and such division of brokerage commissions or other
            compensation.
3.       (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum
         identifying the person or persons, committees or groups authorizing the
         purchase or sale of series securities. Where a committee or group makes
         an authorization, a record shall be kept of the names of its members
         who participate in the authorization. There shall be retained as part
         of this record: any memorandum, recommendation or instruction
         supporting or
                                       12
         authorizing the purchase or sale of series securities and such other
         information as is appropriate to support the authorization.*
4.       (Rule 31a-1(f)) Such accounts, books and other documents as are
         required to be maintained by registered investment Advisers by rule
         adopted under Section 204 of the Advisers Act, to the extent such
         records are necessary or appropriate to record the Subadviser's
         transactions for the Fund.
5.       Records as necessary under Board approved Phoenix Funds' valuation
         policies and procedures.
-----------------------------
* Such information might include: current financial information, annual and
quarterly reports, press releases, reports by analysts and from brokerage firms
(including their recommendations, i.e., buy, sell, hold) or any internal reports
or subadviser review.
                                       13
                                   SCHEDULE C
                                   ----------
                                 SUBADVISORY FEE
          (a) For services provided to the Fund, the Adviser will pay to the
Subadviser, on or before the 10th day of each month, a fee, payable in arrears,
at the annual rate stated below. The fees shall be prorated for any month during
which this Agreement is in effect for only a portion of the month. In computing
the fee to be paid to the Subadviser, the net asset value of the Fund and each
Designated Series shall be valued as set forth in the then current registration
statement of the Fund.
          (b) The fee to be paid to the Subadviser is to be 50% of the gross
management fee as calculated based on the average daily net assets of each of
Phoenix Rising Dividends Fund and Phoenix Small-Mid Cap Fund.
                                       14
                                   SCHEDULE D
                                   ----------
                              SUBADVISER FUNCTIONS
         With respect to managing the investment and reinvestment of the
Designated Series' assets, the Subadviser shall provide, at its own expense:
         (a)      An investment program for the Designated Series consistent
                  with its investment objectives based upon the development,
                  review and adjustment of buy/sell strategies approved from
                  time to time by the Board of Trustees and the Adviser in
                  paragraph 3 of this Subadvisory Agreement;
         (b)      Periodic reports, on at least a quarterly basis, in form and
                  substance acceptable to the Adviser, with respect to: i)
                  compliance with the Code of Ethics and the Fund's code of
                  ethics; ii) compliance with procedures adopted from time to
                  time by the Trustees of the Fund relative to securities
                  eligible for resale under Rule 144A under the Securities Act
                  of 1933, as amended; iii) diversification of Designated Series
                  assets in accordance with the then prevailing Prospectus and
                  Statement of Additional Information pertaining to the
                  Designated Series and governing laws; iv) compliance with
                  governing restrictions relating to the fair valuation of
                  securities for which market quotations are not readily
                  available or considered "illiquid" for the purposes of
                  complying with the Designated Series' limitation on
                  acquisition of illiquid securities; v) any and all other
                  reports reasonably requested in accordance with or described
                  in this Agreement; and vi) the implementation of the
                  Designated Series' investment program, including, without
                  limitation, analysis of Designated Series performance;
         (c)      Promptly after filing with the SEC an amendment to its Form
                  ADV, a copy of such amendment to the Adviser and the Trustees;
         (d)      Attendance by appropriate representatives of the Subadviser at
                  meetings requested by the Adviser or Trustees at such time(s)
                  and location(s) as reasonably requested by the Adviser or
                  Trustees; and
         (e)      Notice to the Trustees and the Adviser of the occurrence of
                  any event which would disqualify the Subadviser from serving
                  as an investment Adviser of an investment company pursuant to
                  Section 9(a) of the 1940 Act or otherwise.
         (f)      Provide reasonable assistance in the valuation of securities
                  including the participation of appropriate representatives at
                  fair valuation committee meetings.
                                       15
                                   SCHEDULE E
                                   ----------
                            FORM OF SUB-CERTIFICATION
To:
Re:      Form N-CSR and Form N-Q Certification for the [Name of Designated
         Series].
From:    [Name of Subadviser]
         Representations in support of Investment Company Act Rule 30b1-5
         certifications of Form N-CSR and Form N-Q.
         [Name of Designated Series].
         In connection with your certification responsibility under Rule 30b1-5
         and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, I have
         reviewed the following information presented for the period ended [Date
         of Reporting Period] (the "Reports") which forms part of the N-CSR or
         N-Q, as applicable, for the Funds.
                     Schedule of Investments (the "Reports")
Our organization has designed, implemented and maintained internal controls and
procedures, designed for the purpose of ensuring the accuracy and completeness
of relevant portfolio trade data transmitted to those responsible for the
preparation of the Schedule of Investments. As of the date of this certification
there have been no material modifications to these internal controls and
procedures.
In addition, our organization has:
    a.   Designed such internal controls and procedures to ensure that material
         information is made known to the appropriate groups responsible for
         servicing the above-mentioned mutual funds.
    b.   Evaluated the effectiveness of our internal controls and procedures, as
         of a date within 90 days prior to the date of this certification and we
         have concluded that such controls and procedures are effective.
    c.   In addition, to the best of my knowledge there has been no fraud,
         whether, or not material, that involves our organization's management
         or other employees who have a significant role in our organization's
         control and procedures as they relate to our duties as subadviser to
         the Funds.
I have read the draft of the Reports which I understand to be current as of
[Date of Reporting Period] and based on my knowledge, such drafts of the Reports
do not, with respect to the Funds, contain any untrue statement of a material
fact or omit to state a material fact necessary to make the information
contained therein, in light of the circumstances under which such information is
presented, not misleading with respect to the period covered by such draft
Reports.
                                       16
I have disclosed, based on my most recent evaluation, to the Fund's Chief
Accounting Officer:
    a.   All significant changes, deficiencies and material weakness, if any, in
         the design or operation of the Subadviser's internal controls and
         procedures which could adversely affect the Adviser's ability to
         record, process, summarize and report financial data with respect to
         the Fund in a timely fashion;
    b.   Any fraud, whether or not material, that involves the Subadviser's
         management or other employees who have a significant role in the
         Subadviser's internal controls and procedures for financial reporting
         as they relate to our duties as Subadviser to the Fund.
I certify that to the best of my knowledge:
    a.   The Subadviser's Portfolio Manager(s) has/have complied with the
         restrictions and reporting requirements of the Code of Ethics (the
         "Code"). The term Portfolio Manager is as defined in the Code.
    b.   The Subadviser has complied with the Prospectus and Statement of
         Additional Information of the Funds and the Policies and Procedures of
         the Funds as adopted by the Fund's Board of Trustees to the extent they
         relate to our duties as Subadviser to the Fund.
    c.   I have no knowledge of any compliance violations except as disclosed in
         writing to the Phoenix Compliance Department by me or by the
         Subadviser's compliance administrator.
    d.   The Subadviser has complied with the rules and regulations of the 33
         Act and 40 Act, and such other regulations as may apply to the extent
         those rules and regulations pertain to the responsibilities of the
         Subadviser with respect to the Fund as outlined above.
This certification relates solely to the Funds named above and may not be relied
upon by any other fund or entity.
The Subadviser does not maintain the official books and records of the above
Funds. The Subadviser's records are based on its own portfolio management
system, a record-keeping system that is not intended to serve as the Funds'
official accounting system. The Subadviser is not responsible for the
preparation of the Reports.
-------------------------------             --------------------------
[Name of Authorized Signature]                       Date
                                       17
                                   SCHEDULE F
                                   ----------
                                DESIGNATED SERIES
                          Phoenix Rising Dividends Fund
                           Phoenix Small-Mid Cap Fund
                                       18