Exhibit a.2
Amendment to Agreement and Declaration of Trust
PHOENIX SERIES FUND
(THE "TRUST")
AMENDMENT DATED NOVEMBER 16, 2006 TO THE DECLARATION OF TRUST
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ARTICLE IV
Trustees
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Section 2. Number, Election and Tenure. The number and tenure of Trustees
shall be set by resolution of the Board of Trustees of the Trust. In the event
that less than a majority of the Trustees holding office have been elected by
the Shareholders, to the extent required by the 1940 Act, the Trustees then in
office shall call a Shareholders' meeting for the election of Trustees. Any
Trustee may resign at any time by written instrument signed by her or him and
delivered to any officer of the Trust or to the Secretary of any meeting of the
Trustees. Such resignation shall be effective upon receipt unless specified to
be effective at some other time. Except to the extent expressly provided in a
written agreement with the Trust, no Trustee resigning and no Trustee removed
shall have any right to any compensation for any period following her or his
resignation or removal, or any right to damages on account of such removal. Any
Trustee may be removed with or without cause at any meeting of Shareholders by a
vote of two-thirds of the outstanding Shares of the Trust or by a vote of
two-thirds of the number of Trustees prior to such removal.