EXHIBIT d.1

AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT

AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT effective as of the 20th day of November, 2002 (the "Contract Date") is by and between Phoenix-AberdeenWorldwide Opportunities Fund, a Delaware business trust (the "Trust") and Phoenix Investment Counsel, Inc., a Connecticut corporation (the "Adviser").

By the terms of that certain Substitution Agreement dated May 27, 1998, the Trust and Adviser are parties to a certain Management Agreement effective as of May 14, 1993, as first amended January 1, 1994, as amended (collectively the "Agreement"). The parties mutually desire to amend and restate the Agreement as follows:

WITNESSETH THAT:

1. The Trust has appointed the Adviser to act as investment adviser to the Trust on behalf of the series of the Trust established and designated by the Board of Trustees of the Trust (the "Trustees") on or before the date hereof, as listed on attached Schedule A (collectively, the "Existing Series"), for the period and on the terms set forth herein. The Adviser has accepted such appointment and has agreed to render the services described in this Agreement for the compensation herein provided.

2. In the event that the Trustees desire to retain the Adviser to render investment advisory services hereunder with respect to one or more additional series (the "Additional Series"), by agreement in writing, the Trust and the Adviser may agree to amend Schedule A to include such Additional Series, whereupon such Additional Series shall become subject to the terms and conditions of this Agreement.

3. The Adviser shall furnish continuously an investment program for the Existing Series and any Additional Series which may become subject to the terms and conditions set forth herein (sometimes collectively referred to as the "Series") and shall manage the investment and reinvestment of the assets of each Series, subject at all times to the supervision of the Trustees.

4. With respect to managing the investment and reinvestment of the Series' assets, the Adviser shall provide, at its own expense:

a) Investment research, advice and supervision;

b) An investment program for each Series consistent with its investment objectives, policies and procedures;

c) Implementation of the investment program for each Series including the purchase and sale of securities;

d) Implementation of an investment program designed to manage cash, cash equivalents and short-term investments for a Series with respect to assets designated from time to time to be managed by a subadviser to such Series;

e) Advice and assistance on the general operations of the Trust; and

f) Regular reports to the Trustees on the implementation of each Series' investment program.

5. The Adviser shall, for all purposes herein, be deemed to be an independent contractor.

6. The Adviser shall furnish at its own expense, or pay the expenses of the Trust, for the following:

a) Office facilities, including office space, furniture and equipment;

b) Personnel necessary to perform the functions required to manage the investment and reinvestment of each Series' assets (including those required for research, statistical and investment work);

c) Except as otherwise approved by the Board, personnel to serve without salaries from the Trust as officers or agents of the Trust. The Adviser need not provide personnel to perform, or pay the expenses of the Trust for, services customarily performed for an open-end management investment company by its national distributor, custodian, financial agent, transfer agent, registrar, dividend disbursing agent, auditors and legal counsel;

d) Compensation and expenses, if any, of the Trustees who are also full-time employees of the Adviser or any of its affiliates; and

e) Any subadviser recommended by the Adviser and appointed to act on behalf of the Trust.

7. All costs and expenses not specifically enumerated herein as payable by the Adviser shall be paid by the Trust. Such expenses shall include, but shall not be limited to, all expenses (other than those specifically referred to as being borne by the Adviser) incurred in the operation of the Trust and any public offering of its shares, including, among others, interest, taxes, brokerage fees and commissions, fees of Trustees who are not full-time employees of the Adviser or any of its affiliates, expenses of Trustees' and shareholders' meetings including the cost of printing and mailing proxies, expenses of Adviser personnel attending Trustee meetings as required, expenses of insurance premiums for fidelity and other coverage, expenses of repurchase and redemption of shares, expenses of issue and sale of shares (to the extent not borne by its national distributor under its agreement with the Trust), expenses of printing and mailing stock certificates representing shares of the Trust, association membership dues, charges of custodians, transfer agents, dividend disbursing agents and financial agents, bookkeeping, auditing and legal expenses. The Trust will also pay the fees and bear the expense of registering and maintaining the registration of the Trust and its shares with the Securities and Exchange Commission and registering or qualifying its shares under state or other securities laws and the expense of preparing and mailing prospectuses and reports to shareholders. Additionally, if authorized by the Trustees, the Trust shall pay for extraordinary expenses and expenses of a non-recurring nature which may include, but not be limited to the reasonable and proportionate cost of any reorganization or acquisition of assets and the cost of legal proceedings to which the Trust is a party.

8. The Adviser shall adhere to all applicable policies and procedures as adopted from time to time by the Trustees, including but not limited to the following:

a) Code of Ethics. The Adviser shall adopt a Code of Ethics designed to prevent "access persons" (as defined therein in accordance with Rule 17j-1 under the Investment Company Act of 1940 (the "Investment Company Act")) from engaging in fraudulent acts or transactions that are, or have the potential of being viewed as, a conflict of interest, and shall monitor for compliance with its Code of Ethics and report any violations to the Trust's Compliance Officer.

b) Policy with Respect to Brokerage Allocation. The Adviser shall have full trading discretion in selecting brokers for Series transactions on a day to day basis so long as each selection is in conformance with the Trust's Policy with Respect to Brokerage Allocation. Such discretion shall include use of "soft dollars" for certain broker and research services, also in conformance with the Trust's Policy with Respect to Brokerage Allocation. The Adviser may delegate the responsibilities under this section to a Subadviser of a Series.

c) Procedures for the Determination of Liquidity of Assets. It shall be the responsibility of the Adviser to monitor the Series' assets that are not liquid, making such determinations as to liquidity of a particular asset as may be necessary, in accordance with the Trust's Procedures for the Determination of Liquidity of Assets. The Adviser may delegate the responsibilities under this section to a Subadviser of a Series.

d) Policy with Respect to Proxy Voting. In the absence of specific direction to the contrary and in a manner consistent with the Trust's Policy with Respect to Proxy Voting, the Adviser shall be responsible for voting proxies with respect to portfolio holdings of the Trust. The Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets under management by the Adviser in accordance with such policies and procedures adopted or approved by each Series'. Unless the Fund gives the Adviser written instructions to the contrary, the Adviser will, in compliance with the proxy voting procedures of the Series then in effect or approved by the series, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which the assets of the Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Adviser (or designee) all proxies upon receipt so as to afford the Adviser a reasonable amount of time in which to determine how to vote such proxies. The Adviser agrees to provide the Trust with quarterly proxy voting reports in such form as the Trust may request from time to time. The Adviser may delegate the responsibilities under this section to a Subadviser of a Series.

e) Procedures for the Valuation of Securities. It shall be the responsibility of the Adviser to fully comply with the Trust's Procedures for the Valuation of Securities. The Adviser may delegate the responsibilities under this section to a Subadviser of a Series.

9. For providing the services and assuming the expenses outlined herein, the Trust agrees that the Adviser shall be compensated as follows:

a) The Trust shall pay a monthly fee calculated at an annual rate as specified in Schedule A. The amounts payable to the Adviser with respect to the respective Series shall be based upon the average of the values of the net assets of such Series as of the close of business each day, computed in accordance with the Trust's Declaration of Trust.

b) Compensation shall accrue immediately upon the effective date of this Agreement.

c) If there is termination of this Agreement with respect to any Series during a month, the Series' fee for that month shall be proportionately computed upon the average of the daily net asset values of such Series for such partial period in such month.

d) The Adviser agrees to reimburse the Trust for the amount, if any, by which the total operating and management expenses for any Series (including the Adviser's compensation, pursuant to this paragraph, but excluding taxes, interest, costs of portfolio acquisitions and dispositions and extraordinary expenses), for any "fiscal year" exceed the level of expenses which such Series is permitted to bear under the most restrictive expense limitation (which is not waived by the State) imposed on open-end investment companies by any state in which shares of such Series are then qualified. Such reimbursement, if any, will be made by the Adviser to the Trust within five days after the end of each month. For the purpose of this subparagraph (d), the term "fiscal year" shall include the portion of the then current fiscal year which shall have elapsed at the date of termination of this Agreement.

10. The services of the Adviser to the Trust are not to be deemed exclusive, the Adviser being free to render services to others and to engage in other activities. Without relieving the Adviser of its duties hereunder and subject to the prior approval of the Trustees and subject farther to compliance with applicable provisions of the Investment Company Act, as amended, the Adviser may appoint one or more agents to perform any of the functions and services which are to be provided under the terms of this Agreement upon such terms and conditions as may be mutually agreed upon among the Trust, the Adviser and any such agent.

11. The Adviser shall not be liable to the Trust or to any shareholder of the Trust for any error of judgment or mistake of law or for any loss suffered by the Trust or by any shareholder of the Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the Adviser in the performance of its duties hereunder.

12. It is understood that:

a) Trustees, officers, employees, agents and shareholders of the Trust are or may be "interested persons" of the Adviser as directors, officers, stockholders or otherwise;

b) Directors, officers, employees, agents and stockholders of the Adviser are or may be "interested persons" of the Trust as Trustees, officers, shareholders or otherwise; and

c) The existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder.

13. This Amended and Restated Agreement shall become effective with respect to the Existing Series as of November 20, 2002, and with respect to any Additional Series, on the date specified in any amendment to this Agreement reflecting the addition of each Additional Series in accordance with paragraph 2 (the "Amendment Date"). Unless terminated as herein provided, this Agreement shall remain in full force and effect until November 30, 2003 with respect to each Existing Series and until November 30 of the first full calendar year following the Amendment Date with respect to each Additional Series, and shall continue in full force and effect for periods of one year thereafter with respect to each Series so long as (a) such continuance with respect to any such Series is approved at least annually by either the Trustees or by a "vote of the majority of the outstanding voting securities" of such Series and (b) the terms and any renewal of this Agreement with respect to any such Series have been approved by a vote of a majority of the Trustees who are not parties to this Agreement or "interested persons" of any such party cast in person at a meeting called for the purpose of voting on such approval; provided, however, that the continuance of this Agreement with respect to each Additional Series is subject to its approval by a "vote of a majority of the outstanding voting securities" of any such Additional Series on or before the next anniversary of the Contract Date following the date on which such Additional Series became a Series hereunder.

Any approval of this Agreement by a vote of the holders of a "majority of the outstanding voting securities" of any Series shall be effective to continue this Agreement with respect to such Series notwithstanding (a) that this Agreement has not been approved by a "vote of a majority of the outstanding voting securities" of any other Series of the Trust affected thereby and (b) that this Agreement has not been approved by the holders of a "vote of a majority of the outstanding voting securities" of the Trust, unless either such additional approval shall be required by any other applicable law or otherwise.

14. The Trust may terminate this Agreement with respect to the Trust or to any Series upon 60 days' written notice to the Adviser at any time, without the payment of any penalty, by vote of the Trustees or, as to each Series, by a "vote of the majority of the outstanding voting securities" of such Series. The Adviser may terminate this Agreement upon 60 days' written notice to the Trust, without the payment of any penalty. This Agreement shall immediately terminate in the event of its "assignment".

15. The terms "majority of the outstanding voting securities", "interested persons" and "assignment", when used herein, shall have the respective meanings in the Investment Company Act.

16. In the event of termination of this Agreement, or at the request of the Adviser, the Trust will eliminate all reference to "Phoenix" from its name, and will not thereafter transact business in a name using the word "Phoenix" in any form or combination whatsoever, or otherwise use the word "Phoenix" as a part of its name. The Trust will thereafter in all prospectuses, advertising materials, letterheads, and other material designed to be read by investors or prospective investors delete from the name the word "Phoenix" or any approximation thereof. If the Adviser chooses to withdraw the Trust's right to use the word "Phoenix," it agrees to submit the question of continuing this Agreement to a vote of the Trust's shareholders at the time of such withdrawal.

17. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but bind only the trust property of the Trust, as provided in the Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees and shareholders of the Trust and signed by the President of the Trust, acting as such, and neither such authorization by such Trustees and shareholders nor

such execution and delivery by such officer shall be deemed to have been made by any of them individually or be binding upon or impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust. The Certificate of Trust, as amended, is or shall be on file with the Secretary of State of Delaware.

18. This Agreement shall be construed and the rights and obligations of the parties hereunder enforced in accordance with the laws of the State of Connecticut.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first written above.

PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND

By:      /s/ Philip R. McLoughlin
   --------------------------------------------------
Name:    Philip R. McLoughlin
Title:   President

PHOENIX INVESTMENT COUNSEL, INC.

By:      /s/ Robert S. Driessen
   --------------------------------------------------
Name:    Robert S. Driessen
Title:   Vice President

                  Series                                               Investment Advisory Fee
                  ------                                               -----------------------

                                                              $1st billion        $1+ Billion         $2+ Billion
                                                                               through $2 Billion
Phoenix-Aberdeen Worldwide Opportunities Fund                     0.75%              0.70%               0.65%

The parties to this Agreement hereby acknowledge the following fund name change: Phoenix-Aberdeen Worldwide Opportunities Fund f/k/a Phoenix Worldwide Opportunities Fund.

EXHIBIT d.3

AMENDMENT TO SUBADVISORY AGREEMENT

This Amendment dated this 20th day of November, 2002 amends that certain Subadvisory Agreement dated as of October 27, 1998 (the "Agreement") by and between Phoenix Investment Counsel, Inc. ("Adviser") and Aberdeen Fund Managers, Inc. ("Subadviser"), regarding the management of the Phoenix-Aberdeen Worldwide Opportunities Fund (f/k/a Phoenix Worldwide Opportunities Fund) (the "Trust").

1. Section 17 is hereby added as follows:

"Proxies. The Subadviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the Assets in accordance with such policies and procedures adopted or approved from time to time by the Trust. Unless the Adviser or the Trust gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Trust 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 Trust 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 with quarterly proxy voting reports in such form as the Adviser may request from time to time."

2. Except as expressly amended hereby, all provisions of the Agreement shall remain in full force and effect and are unchanged in all other respects. All initial capitalized terms used herein shall have such meaning as ascribed thereto in the Agreement, as amended. All terms and phrases in quotations shall have such meaning as ascribed thereto in the Investment Company Act of 1940, as amended.

3. This Amendment shall become effective on the date first accepted by the Subadviser which date is set forth above the Subadviser's name on the signature page hereof.

4. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original and, all of which, when taken together, shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto intending to be legally bound have caused this Amendment to be executed by their duly authorized officers or other representatives.

PHOENIX INVESTMENT COUNSEL, INC.

By:  /s/ Robert S. Driessen
   -----------------------------------------
Name:  Robert S. Driessen
Title: Vice President

ABERDEEN FUND MANAGERS, INC.

By:  /s/  Bev Hendry
   -------------------------
Name:  Bev Hendry
Title: Director

EXHIBIT e.2

FORM OF SALES AGREEMENT

[GRAPHIC OMITTED] PHOENIX

INVESTMENT PARTNERS

PHOENIX EQUITY PLANNING CORPORATION
56 Prospect St.
P.O. Box 150480
Hartford, CT 06115-0480

PHOENIX FUNDS
SALES AGREEMENT

To: Dealer Name ________________________________________________

Address ____________________________________________________

City, State, Zip ___________________________________________

Attention __________________________________________________

Telephone Number ___________________________________________

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".

1. You understand and agree that in all sales of Shares to the public, you shall act as dealer for your own account. All purchase orders and applications are subject to acceptance or rejection by us in our sole discretion and are effective only upon confirmation by us. Each purchase will be deemed to have been consummated in our principal office subject to our acceptance and effective only upon confirmation to you by us.

2. You agree that all purchases of Shares by you shall be made only for the purpose of covering purchase orders already received from your customers (who may be any person other than a securities dealer or broker) or for your own bona-fide investment.

3. You shall offer and sell Shares purchased pursuant to this agreement for the purpose of covering purchase orders of your customers, to the extent applicable, (a) at the current public offering price ("Offering Price") for Class A Shares or (b) at the Net Asset Value for Class B and Class C shares as set forth in the current prospectus of each of the funds. The offer and sale of Class B Shares by you is subject to Annex B hereto, "Compliance Standards for the Sale of the Phoenix Funds Under Their Alternative Purchase Arrangements".

4. You shall pay us for Shares purchased within three (3) business days of the date of our confirmation to you of such purchase or within such time as required by applicable rule or law. The purchase price shall be (a) the Offering Price, less only the applicable dealer discount (Dealer Discount) for Class A Shares, if applicable, or (b) the Net Asset Value, less only the applicable sales commission (Sales Commission) for Class B or Class C Shares, if applicable, as set forth in the current prospectus at the time the purchase is received by us. We have the right, without notice, to cancel any order for which payment of good and sufficient funds has not been received by us as provided in this paragraph, in which case you may be held responsible for any loss suffered by us resulting from your failure to make payment as aforesaid.

5. You understand and agree that any Dealer Discount, Sales Commission or fee is subject to change from time to time without prior notice. Any orders placed after the effective date of any such change shall be subject to the Dealer Discount or Sales Commission in effect at the time such order is received by us.

6. You understand and agree that Shares purchased by you under this Agreement will not be delivered until payment of good and sufficient funds has been received by us. Delivery of Shares will be made by credit to a shareholder open account unless delivery of certificates is specified in the purchase order. In order to avoid unnecessary delay, it is understood that, at your request, any Shares resold by you to one of your customers will be delivered (whether by credit to a shareholder open account or by delivery of certificates) in the name of your customer.

7. You understand that on all purchases of Shares to which the terms of this Agreement are applicable by a shareholder for whom you are dealer of record, we will pay you an amount equal to the Dealer Discount, Sales Commission or fees which would have been paid to you with respect to such Shares if such Shares had been purchased through you. You understand and agree that the dealer of record for this purpose shall be the dealer through whom such shareholder most recently purchased Shares of such fund, unless the shareholder or you have instructed us otherwise. You understand that all amounts payable to you under this paragraph and currently payable under this agreement will be paid as of the end of the month unless specified otherwise for the total amount of Shares to which this paragraph is applicable but may be paid more frequently as we may determine in our discretion. Your request for Dealer Discount or Sales Commission reclaims will be considered if adequate verification and documentation of the purchase in question is supplied to us, and the reclaim is requested within three years of such purchase.

8. We appoint the transfer agent (or identified sub-transfer agent) for each of the Funds as our agent to execute the purchase transaction of Shares and to confirm such purchases to your customers on your behalf, and you guarantee the legal capacity of your customers so purchasing such Shares. You further understand that if a customer's account is established without the customer signing the application form, you hereby represent that the instructions relating to the registration and shareholder options selected (whether on the application form, in some other document or orally) are in accordance with the customer's instructions and you agree to indemnify the Funds, the transfer agent (or identified sub-transfer agent) and us for any loss or liability resulting from acting upon such instructions.

9. Upon the purchase of Class A Shares pursuant to a Letter of Intent, you will promptly return to us any excess of the Dealer Discount previously allowed or paid to you over that allowable in respect to such larger purchases.

10. Unless at the time of transmitting a purchase order you advise us to the contrary, we may consider that the investor owns no other Shares and may further assume that the investor is not entitled to any lower sales charge than that accorded to a single transaction in the amount of the purchase order, as set forth in the current prospectus.

11. You understand and agree that if any Shares purchased by you under the terms of this Agreement are, within seven (7) business days after the date of our confirmation to you of the original purchase order for such Shares, repurchased by us as agent for such fund or are tendered to such fund for redemption, you shall forfeit the right to, and shall promptly pay over to us the amount of, any Dealer Discount or Sales Commission allowed to you with respect to such Shares. We will notify you of such repurchase or redemption within ten (10) days of the date upon which certificates are delivered to us or to such fund or the date upon which the holder of Shares held in a shareholder open account places or causes to be placed with us or with such fund an order to have such shares repurchased or redeemed.

12. You agree that, in the case of any repurchase of any Shares made more than seven (7) business days after confirmation by us of any purchase of such Shares, except in the case of Shares purchased from you by us for your own bona fide investment, you will act only as agent for the holders of such Shares and will place the orders for repurchase only with us. It is understood that you may charge the holder of such Shares a fair commission for handling the transaction.

13. Our obligations to you under this Agreement are subject to all the provisions of the respective distribution agreements entered into between us and each of the Funds. You understand and agree that in performing your services under this agreement you are acting in the capacity of an independent contractor, and we are in no way responsible for the manner of your performance or for any of your acts

or omissions in connection therewith. Nothing in the Agreement shall be construed to constitute you or any of your agents, employees, or representatives as our agent, partner or employee, or the agent, partner of employee of any of the Funds.

In connection with the sale and distribution of shares of Phoenix Funds, you agree to indemnify and hold us and our affiliates, employees, and/or officers harmless from any damage or expense as a result of (a) the negligence, misconduct or wrongful act by you or any employee, representative, or agent of yours and/or (b) any actual or alleged violation of any securities laws, regulations or orders. Any indebtedness or obligation of yours to us whether arising hereunder or otherwise, and any liabilities incurred or moneys paid by us to any person as a result of any misrepresentation, wrongful or unauthorized act or omission, negligence of, or failure of you or your employees, representatives or agents to comply with the Sales Agreement, shall be set off against any compensation payable under this agreement. Any differential between such expenses and compensation payable hereunder shall be payable to us upon demand. The terms of this provision shall not be impaired by the termination of this agreement.

In connection with the sale and distribution of shares of Phoenix Funds, we agree to indemnify and hold you harmless from any damage or expense on account of the gross and willful negligence, misconduct or wrongful act of us or any employee, representative, or agent of ours which arises out of or is based upon any untrue statement or alleged untrue statement of material fact, or the omission or alleged omission of a material fact in:
(i) any registration statement, including any prospectus or any post-effective amendment thereto; or (ii) any material prepared and/or supplied by us for use in conjunction with the offer or sale of Phoenix Funds; or (iii) any state registration or other document filed in any state or jurisdiction in order to qualify any Fund under the securities laws of such state or jurisdiction. The terms of this provision shall not be impaired by the termination of this agreement.

14. We will supply you with reasonable quantities of the current prospectus, periodic reports to shareholders, and sales materials for each of the Funds. You agree not to use any other advertising or sales material relating to the sale of shares of any of the Funds unless other advertising or sales material is pre-approved in writing by us.

15. You agree to offer and sell Shares only in accordance with the terms and conditions of the then current prospectus of each of the Funds and subject to the provisions of this Agreement, and you will make no representations not contained in any such prospectus or any authorized supplemental sales material supplied by us. You agree to use your best efforts in the development and promotion of sales of the Shares covered by this Agreement, and agree to be responsible for the proper instruction, training and supervision of all sales representatives employed by you in order that such Shares will be offered in accordance with the terms and conditions of this Agreement and all applicable laws, rules and regulations. All expenses incurred by you in connection with your activities under this Agreement shall be borne by you. In consideration for the extension of the right to exercise telephone exchange and redemption privileges to you and your registered representatives, you agree to bear the risk of any loss resulting from any unauthorized telephone exchange or redemption instructions from you or your registered representatives. In the event we determine to refund any amounts paid by any investor by reason of such violation on your part, you shall forfeit the right to, and pay over to us, the amount of any Dealer Discount or Sales Commission allowed to you with respect to the transaction for which the refund is made.

16. You represent that you are properly registered as a broker or dealer under the Securities and Exchange Act of 1934 and are member of the National Association of Securities Dealers, Inc. (NASD) and agree to maintain membership in the NASD or in the alternative, that you are a foreign dealer not eligible for membership in the NASD. You agree to notify us promptly of any change, termination or suspension of the foregoing status. You agree to abide by all the rules and regulations of the NASD, including NASD Conduct Rule 2830, which is incorporated herein by reference as if set forth in full. You further agree to comply with all applicable state and Federal laws and the rules and regulations of applicable regulatory agencies. You further agree that you will not sell, or offer for sale, Shares in any jurisdiction in which such Shares have not been duly registered or qualified for sale. You agree to promptly notify us with respect to (a) the initiation and disposition of any formal disciplinary action by the NASD or any other agency or instrumentality having jurisdiction with respect to the subject matter hereof against you or any of your employees or agents; (b) the issuance of any form of deficiency notice by the NASD or any such agency regarding your training, supervision or sales practices; and (c) the effectuation of any consensual order with respect thereto.

17. Either party may terminate this agreement for any reason by written or electronic notice to the other party which termination shall become effective fifteen (15) days after the date of mailing or electronically transmitting such notice to the other party. We may also terminate this agreement for cause or as a result of a violation by you, as determined by us in our discretion, of any of the provisions of this Agreement, said termination to be effective on the date of mailing written or electronic notice to you of the same. Without limiting the generality of the foregoing, your own expulsion from the NASD will automatically terminate this Agreement without notice. Your suspension from the NASD or violation of applicable state or Federal laws or rules and regulations of applicable regulatory agencies will terminate this Agreement effective upon the date of our mailing written notice or transmitting electronic notice to you of such termination. Our failure to terminate this Agreement for any cause shall not constitute a waiver of our right to so terminate at a later date.

18. All communications and notices to you or us shall be sent to the addresses set forth at the beginning of this Agreement or to such other address as may be specified in writing from time to time.

19. PEPCO agrees to comply with all laws, rules, regulations, and ordinances relating to privacy, confidentiality, security, data security, and the handling of customer information which may from time to time be established. PEPCO agrees not to disclose or use any consumer nonpublic personal information (including nonpublic personal financial information and nonpublic personal health information), which may be supplied by you to PEPCO in performance under this Agreement other than to: a) carry out the purpose for which the information was provided; and b) to use or disclose the information as otherwise permitted or required by law. You agree to comply with all laws, rules, regulations, and ordinances relating to privacy, confidentiality, security, data security, and the handling of customer information which may from time to time be established. You agree not to disclose or use any consumer nonpublic personal information (including nonpublic personal financial information and nonpublic personal health information), which may be supplied by PEPCO to you in performance under this Agreement other than to: a) carry out the purpose for which the information was provided; and b) to use or disclose the information as otherwise permitted or required by law. This provision will survive and continue in full force and effect after the termination of this Agreement.

20. This agreement shall become effective upon the date of its acceptance by us as set forth herein. This agreement may be amended by PEPCO from time to time. This Agreement and all rights and obligations of the parties hereunder shall be governed by and construed under the laws of the State of Connecticut. This agreement is not assignable or transferable, except that we may assign or transfer this agreement to any successor distributor of the Shares described herein.

ACCEPTED ON BEHALF OF                         ACCEPTED ON BEHALF OF
PHOENIX EQUITY PLANNING
CORPORATION:                                  __________________________________
                                              Name of Dealer Firm

Date _________________________                Date ______________________________

By ___________________________                By ________________________________

Name John F. Sharry                           Print Name ________________________
     -------------------------

Title  President, Private Client Group        Print Title _______________________
       -------------------------------

                                              NASD CRD Number ___________________

[GRAPHIC OMITTED] PHOENIX                                                                           AMENDED ANNEX A - AUGUST 2003
                  INVESTMENT PARTNERS                                                               PHOENIX FUNDS SALES AGREEMENT
                                                                                              PHOENIX EQUITY PLANNING CORPORATION
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                                            MUTUAL FUNDS AND AVAILABLE SHARE CLASSES
---------------------------------------------------------------------------------------------------------------------------------

ABERDEEN                                                               KAYNE ANDERSON RUDNICK
--------                                                               ----------------------
Phoenix-Aberdeen International Fund                        A B C       Phoenix-Kayne California Intermediate Tax-Free     X
Phoenix-Aberdeen Worldwide Opportunities Fund              A B C       Bond Fund
                                                                       Phoenix-Kayne Intermediate Total Return Bond       X
DUFF & PHELPS                                                          Fund
-------------                                                          Phoenix-Kayne International Fund                   A B C X
Phoenix-Duff & Phelps Core Bond Fund                       A B C       Phoenix-Kayne Large Cap Fund                       A B C X
Phoenix-Duff & Phelps Real Estate Securities Fund          A B C       Phoenix-Kayne Small-Mid Cap Fund                   A B C X

ENGEMANN                                                               OAKHURST(SM)
--------                                                               --------
Phoenix-Engemann Aggressive Growth Fund                    A B C       Phoenix-Oakhurst Balanced Fund                     A B
Phoenix-Engemann Balanced Return Fund                      A B C       Phoenix-Oakhurst Growth & Income Fund              A B C
Phoenix-Engemann Capital Growth Fund                       A B         Phoenix-Oakhurst Income & Growth Fund              A B C
Phoenix-Engemann Focus Growth Fund                         A B C       Phoenix-Oakhurst Managed Assets *                  A B C
Phoenix-Engemann Nifty Fifty Fund                          A B C       Phoenix-Oakhurst Strategic Allocation Fund         A B
Phoenix-Engemann Small & Mid-Cap Growth Fund               A B C       Phoenix-Oakhurst Strategy Fund *                   A B C

GOODWIN(SM)
-------                                                                PHOENIX DUFF & PHELPS
Phoenix-Goodwin California Tax Exempt Bond Fund            A B         ---------------------
Phoenix-Goodwin Emerging Markets Bond Fund                 A B C       INSTITUTIONAL MUTUAL FUNDS
Phoenix-Goodwin High Yield Fund                            A B C       --------------------------
Phoenix-Goodwin Money Market Fund                          A B         Growth Stock Portfolio                             X Y
Phoenix-Goodwin Multi-Sector Fixed Income Fund             A B C       Managed Bond Portfolio                             X Y
Phoenix-Goodwin Multi-Sector Short Term Bond               A B C T
Fund                                                                   PHOENIX
Phoenix-Goodwin Tax Exempt Bond Fund                       A B         -------
                                                                       Phoenix Market Neutral Fund *                      A B C
SENECA
------                                                                 PHOENIX PARTNER SELECT FUNDS
Phoenix-Seneca Bond Fund                                   A B C X     ----------------------------
Phoenix-Seneca Growth Fund                                 A B C X     Phoenix Partner Select Wealth Builder Fund **      A C
Phoenix-Seneca Mid-Cap EDGE(SM) Fund                       A B C X     Phoenix Partner Select Wealth Guardian Fund **     A C
Phoenix-Seneca Real Estate Securities Fund                 A B C X
Phoenix-Seneca Strategic Theme Fund                        A B C       HOLLISTER(SM)
Phoenix-Seneca Tax Sensitive Growth Fund                   A B C X     ---------
                                                                       Phoenix-Hollister Appreciation Fund *              A B C
                                                                       Phoenix-Hollister Small Cap Value Fund             A B C
                                                                       Phoenix-Hollister Value Equity Fund                A B C



PHOENIX EQUITY PLANNING CORPORATION, 56 PROSPECT ST., P.O. BOX 150479, HARTFORD, CT 06115-0479
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                        MARKETING: (800) 243-4361                       CUSTOMER SERVICE: (800) 243-1574
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Phoenix Equity Planning Corporation ("PEPCO"), principal underwriter of the Phoenix mutual funds, from its own profits and resources, may sponsor training and educational meetings, and may provide additional compensation in the form of trips, merchandise or expense reimbursement. Dealers other than PEPCO may also make customary additional charges for their services in effecting purchases, if they notify the Funds of their intention to do so. Applicable waivers of Class A sales charges and Class B and C contingent deferred sales charges are described in the prospectus.

* The Phoenix Market Neutral Fund, Phoenix-Hollister Appreciation Fund, Phoenix-Oakhurst Managed Assets, and the Phoenix-Oakhurst Strategy Fund currently operate under a separate sales load and dealer compensation schedule for Class B and C shares only. Please refer to the last page of this Annex A for details.

** The Phoenix Partner Select Funds are funds-of-funds. Compensation is only payable on sales or the Partner Select Funds as described herein. No dealer compensation is payable on the underlying funds in which the Partner Select Funds invest.

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CLASS A SHARES
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DEALER CONCESSION:           CLASS A SHARES (ALL EQUITY & BALANCED FUNDS)

                                                           DEALER DISCOUNT
                                        SALES CHARGE         OR AGENCY FEE
     AMOUNT OF                        AS PERCENTAGE OF     AS PERCENTAGE OF
     TRANSACTION:                      OFFERING PRICE       OFFERING PRICE

     Less than $50,000                     5.75%                 5.25%
     $50,000 but under $100,000            4.75                  4.25
     $100,000 but under $250,000           3.75                  3.25
     $250,000 but under $500,000           2.75                  2.25
     $500,000 but under $1,000,000         2.00                  1.75
     $1,000,000 or more                    None                  None

                                CLASS A SHARES (ALL FIXED INCOME FUNDS        GOODWIN MULTI-SECTOR SHORT TERM
                                     EXCEPT GOODWIN MONEY MARKET                      CLASS A SHARES
                                FUND* & GOODWIN MULTI-SECTOR ST BOND)

                                                       DEALER DISCOUNT                           DEALER DISCOUNT
                                    SALES CHARGE        OR AGENCY FEE         SALES CHARGE        OR AGENCY FEE
     AMOUNT OF                    AS PERCENTAGE OF    AS PERCENTAGE OF      AS PERCENTAGE OF    AS PERCENTAGE OF
     TRANSACTION:                  OFFERING PRICE      OFFERING PRICE        OFFERING PRICE      OFFERING PRICE

     Less than $50,000                 4.75%                4.25%                 2.25%               2.00%
     $50,000 but under $100,000        4.50                 4.00                  1.25                1.00
     $100,000 but under $250,000       3.50                 3.00                  1.00                1.00
     $250,000 but under $500,000       2.75                 2.25                  1.00                1.00
     $500,000 but under $1,000,000     2.00                 1.75                  0.75                0.75
     $1,000,000 or more                None                 None                  None                None

*Shares of the Phoenix-Goodwin Money Market Fund are offered to the public at their constant net asset value of $1.00 per share with no sales charge or dealer discount.

SERVICE FEE: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, PEPCO intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class A shares (except Phoenix-Goodwin Money Market Fund) sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more in a Fund Class to qualify for payment in that Fund Class.

$1 MILLION NAV SALES FINDER'S FEE: 1% From its own profits and resources, PEPCO intends to pay 1% to dealers who are responsible for Class A share purchases of $1 million or more. If all or part of such purchases are subsequently redeemed within one year of the investment date, the dealer will refund to PEPCO the full $1 Million NAV Sales Finder's Fee paid. The $1 Million NAV Sales Finder's Fee is not paid on purchases eligible for the Qualified Plan Finder's Fee (see below) or on purchases of the Phoenix-Goodwin Money Market Fund.

CDSC: A contingent deferred sales charge of 1% applies on certain redemptions made within 12 months following purchases of Class A shares of the Phoenix-Goodwin Multi-Sector Short Term Bond Fund of $1 million of more made without a sales charge.

QUALIFIED PLAN FINDER'S FEE: 1% From its own profits and resources, PEPCO intends to pay dealers an amount equal to 1% of Class A shares purchases by an account held in the name of a qualified employee benefit plan with at least 100 eligible employees. If all or part of such purchases are subsequently redeemed within one year of the investment date, the dealer will refund to PEPCO the full Qualified Plan Finder's Fee paid. The Qualified Plan Finder's Fee is not paid on purchases eligible for the $1 Million NAV Sales Finder's Fee (see above) or on purchases of the Phoenix-Goodwin Money Market Fund.

PHOENIX MARKET NEUTRAL, PHOENIX-HOLLISTER APPRECIATION, PHOENIX-OAKHURST MANAGED ASSETS, PHOENIX-OAKHURST STRATEGY FUNDS - CLASS A SHARE $1 MILLION DOLLAR NAV SALE FINDER'S FEE: 1% From its own profits and resources, PEPCO intends to pay 1% to dealers who are responsible for Class A share purchases of $1 million or more and for purchases at net asset value made by unallocated accounts held by third party administrators, registered investment advisers, trust companies, and bank trust departments which exercise discretionary authority or hold accounts in fiduciary, agency, custodial or similar capacity if in the aggregate such accounts equal or exceed $1 million and by retirement plans with assets of $1 million or more or at least 50 eligible employees. NO INITIAL SALES CHARGE APPLIES ON THESE INVESTMENTS; HOWEVER, if all or part of such purchases are subsequently redeemed within one year of the investment date, the dealer will refund to PEPCO the full $1 Million NAV Sales Finder's Fee paid.

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CLASS B SHARES *
---------------------------------------------------------------------------------------------------------------------------------

                         CLASS B SHARES (EXCEPT PHOENIX-GOODWIN           PHOENIX-GOODWIN MULTI-SECTOR
                           MULTI-SECTOR SHORT TERM BOND FUND)                 SHORT TERM BOND FUND

SALES COMMISSION:                          4.0%                                        2.0%

CDSC: 1% - 5% Dealers maintaining omnibus accounts, upon redemption of a customer account within the time frames specified below, shall charge such customer account the appropriate contingent deferred sales charge as indicated and shall forward the proceeds to PEPCO.

YEARS SINCE                     CONTINGENT DEFERRED                         CONTINGENT DEFERRED
EACH PURCHASE:                     SALES CHARGE:                               SALES CHARGE:

    First                               5.0%                                        2.0%
    Second                              4.0                                         1.5
    Third                               3.0                                         1.0
    Fourth                              2.0                                         0.0
    Fifth                               2.0                                         0.0
    Sixth                               0.0                                         0.0

SERVICE FEE: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, PEPCO intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class B shares (except Phoenix-Goodwin Money Market Fund) sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more in a Fund Class to qualify for payment in that Fund Class. The Class B Service Fee is paid beginning in the 13th month following each purchase.

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CLASS C SHARES *
---------------------------------------------------------------------------------------------------------------------------------

SALES COMMISSION:          1% for all Class C Funds except Phoenix-Goodwin
                           Multi-Sector Short Term Bond Fund
                           0% for Phoenix-Goodwin Multi-Sector Short Term Bond
                           Fund
                           For exchanges from Phoenix-Goodwin Multi-Sector Short
                           Term Bond Fund Class C to other Class C shares, the
                           dealer will receive 1% sales commission on the
                           exchanged amount.

CDSC: 1% Dealers maintaining omnibus accounts, upon redemption of a customer account within the time frames specified below, shall charge such customer account the appropriate contingent deferred sales charge as indicated and shall forward the proceeds to PEPCO. The CDSC on Class C shares is 1% for one year from each purchase. There is no CDSC on the Phoenix-Goodwin Multi-Sector Short Term Bond Fund.

DISTRIBUTION FEE: 0.25% - 0.75% PEPCO intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually for Phoenix-Goodwin Multi-Sector Short Term Bond Fund and 0.75% annually for all other Class C Funds, based on the average daily net asset value of Class C shares sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. The Class C Trail Fee is paid beginning in the 13th month following each purchase except for the Phoenix-Goodwin Multi-Sector Short Term Bond Fund. There is no hold for the Class C Trail Fee for the Phoenix-Goodwin Multi-Sector Short Term Bond Fund.

SERVICE FEE: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, PEPCO intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class C shares sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. The Class C Service Fee is paid beginning in the 13th month following each purchase. There is no hold for the Class C Service Fee for the Phoenix-Goodwin Multi-Sector Short Term Bond Fund.

FINDER'S FEE (PHOENIX-GOODWIN MULTI-SECTOR SHORT TERM BOND FUND ONLY): 0.25% - 0.50% In connection with Class C share purchases of $250,000 or more, PEPCO, from its own profits and resources, intends to pay dealers an amount equal to 0.50% of shares purchased above $250,000 but under $3 million, plus 0.25% on the amount in excess of $3 million. If all or part of such purchases are subsequently redeemed or exchanged to another C share fund within one year of the investment date, the dealer will refund to PEPCO the full Finder's Fee paid.

* The Phoenix Market Neutral Fund, Phoenix-Hollister Appreciation Fund, Phoenix-Oakhurst Managed Assets, and the Phoenix-Oakhurst Strategy Fund currently operate under a separate sales load and dealer compensation schedule for Class B and C shares only. Please refer to the last page of this Annex A for details.

---------------------------------------------------------------------------------------------------------------------------------
CLASS B SHARES - PHOENIX MARKET NEUTRAL FUND, PHOENIX-HOLLISTER APPRECIATION FUND, PHOENIX-OAKHURST MANAGED
ASSETS, PHOENIX-OAKHURST STRATEGY FUND
---------------------------------------------------------------------------------------------------------------------------------

CLASS B SHARE CONTINGENT DEFERRED SALES CHARGE                      CLASS B SHARE DEALER CONCESSION



     YEARS SINCE   CDSC          YEARS SINCE      CDSC              4% of purchase amount

     PURCHASE                    PURCHASE



     First          5%           Fifth             2%

     Second         4%           Sixth             1%

     Third          3%           Seventh           0%

     Fourth         3%


---------------------------------------------------------------------------------------------------------------------------------
CLASS C SHARES - PHOENIX MARKET NEUTRAL FUND, PHOENIX-HOLLISTER APPRECIATION FUND, PHOENIX-OAKHURST MANAGED
ASSETS, PHOENIX-OAKHURST STRATEGY FUND
---------------------------------------------------------------------------------------------------------------------------------


CLASS C SHARE CONTINGENT DEFERRED SALES CHARGE                      CLASS C SHARE DEALER CONCESSION



     1.25% for one year                                                 % OF PURCHASE FUND

                                                                        AMOUNT


                                                                        1.00%       Market Neutral Fund, Appreciation Fund, Managed

                                                                                    Assets Fund and Strategy Fund


---------------------------------------------------------------------------------------------------------------------------------
SERVICE FEE/TRAIL CLASS B, AND C - PHOENIX MARKET NEUTRAL FUND, PHOENIX-HOLLISTER APPRECIATION FUND,
PHOENIX-OAKHURST MANAGED ASSETS, PHOENIX-OAKHURST STRATEGY FUND
---------------------------------------------------------------------------------------------------------------------------------

A service fee may be paid to financial services firms, for providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders. NASD member firms may also be paid a portion of the asset-based sales charges on Class C Shares, so that these dealers receive such reallowances at the following aggregate annual rates: (i) 0.25% commencing one year after purchase for the Class B Shares and (ii) 0.95% commencing one year after purchase for the Class C Shares.

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CLASS T SHARES - PHOENIX-GOODWIN MULTI-SECTOR SHORT TERM BOND FUND ONLY
---------------------------------------------------------------------------------------------------------------------------------

DEALER CONCESSION: 1%

CDSC: 1% for one year from the date of each purchase.

SERVICE FEE: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, PEPCO intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class T shares sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. The Class T Service Fee is paid beginning in the 13th month following each purchase.

DISTRIBUTION FEE: 0.75% PEPCO intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.75% annually, based on the average daily net asset value of Class T shares sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. The Class T Distribution Fee is paid beginning in the 13th month following each purchase.

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CLASS X AND Y SHARES
---------------------------------------------------------------------------------------------------------------------------------

FINDER'S FEE (NOT APPLICABLE TO PHOENIX-SENECA FUNDS): 0.10% - 0.50% PEPCO may pay dealers, from its own profits and resources, a percentage of the net asset value of Class X and Class Y shares sold, equal to 0.50% on the first $5 million, 0.25% on the next $5 million, plus 0.10% on the amount in excess of $10 million. If all or part of such purchases are subsequently redeemed within one year of the investment date, the dealer will refund to PEPCO the full Finder's Fee paid.

CLASS Y SERVICE FEE: 0.25% For providing shareholder services, PEPCO intends to pay qualifying dealers a quarterly fee at the equivalent of 0.25% annually, based on the average daily net asset value of Class Y shares sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more in a Fund to qualify for payment in that Fund. No Service Fee is paid on any Class X shares.

PXP 80A (8/03)

[GRAPHIC OMITTED] PHOENIX                                                                        ANNEX B TO DEALER AGREEMENT WITH
                  INVESTMENT PARTNERS                                                         PHOENIX EQUITY PLANNING CORPORATION
---------------------------------------------------------------------------------------------------------------------------------

COMPLIANCE STANDARDS FOR
THE SALE OF THE PHOENIX FUNDS
UNDER THEIR ALTERNATIVE PURCHASE ARRANGEMENTS

As national distributor or principal underwriter of the Phoenix Funds, which offer their shares on both a front-end and deferred sales charge basis, Phoenix Equity Planning Corporation ("PEPCO") has established the following compliance standards which set forth the basis upon which shares of the Phoenix Funds may be sold. These standards are designed for those broker/dealers ("dealers") that distribute shares of the Phoenix Funds and for each dealer's financial advisors/registered representatives.

As shares of the Phoenix Funds are offered with two different sales arrangements for sales and distribution fees, it is important for an investor not only to choose a mutual fund that best suits his investment objectives, but also to choose the sales financing method which best suits his particular situation. To assist investors in these decisions and to ensure proper supervision of mutual fund purchase recommendations, we are instituting the following compliance standards to which dealers must adhere when selling shares of the Phoenix Funds:

1. Any purchase of a Phoenix Fund for less than $250,000 may be either of shares subject to a front-end load (Class A shares) or subject to deferred sales charge (Class B shares).

2. Any purchase of a Phoenix Fund by an unallocated qualified employer sponsored plan for less than $1,000,000 may be either of shares subject to a front-end load (Class A shares) or subject to deferred sales charge (Class B shares). Class B shares sold to allocated qualified employer sponsored plans will be limited to a maximum total value of $250,000 per participant.

3. Any purchase of a Phoenix Fund for $250,000 or more (except as noted above) or which qualifies under the terms of the prospectus for net asset value purchase of Class A shares should be for Class A shares.

GENERAL GUIDELINES

These are instances where one financing method may be more advantageous to an investor than the other. Class A shares are subject to a lower distribution fee and, accordingly, pay correspondingly higher dividends per share. However, because initial sales charges are deducted at the time of purchase, such investors would not have all of their funds invested initially and, therefore, would initially own fewer shares. Investors not qualifying for reduced initial sales charges who expect to maintain their investment for an extended period of time might consider purchasing Class A Shares because the accumulated continuing distribution charges on Class B Shares may exceed the initial sales charge on Class A Shares during the life of the investment.

Again, however, such investors must weigh this consideration against the fact that, because of such initial sales charge, not all of their funds will be invested initially. However, other investors might determine that it would be more advantageous to purchase Class B Shares to have all of their funds invested initially, although remaining subject to higher continuing distribution charges and, for a five-year period, being subject to a contingent deferred sales charge (three years for Asset Reserve).

A National Association of Securities Dealers rule specifically prohibits "breakpoint sales" of front-end load shares. A "breakpoint sale" is a sale to the client of an amount of front-end load (Class A) shares just below the amount which would be subject to the next breakpoint on the fund's sales charge schedule. Because the deferred sales charge on Class B shares is reduced by 1% for each year the shares are held, a redemption of Class B shares just before an "anniversary date" is in some ways analogous to a breakpoint sale. A client might wish to redeem just before an anniversary date for tax or other reasons, and a client who chose to wait would continue to be at market risk. Nevertheless, investment executives should inform clients intending to redeem Class B shares near an anniversary date that, if the redemption were delayed, the deferred sales charge would be reduced.

RESPONSIBILITIES OF BRANCH OFFICE MANAGER (OR OTHER APPROPRIATE REVIEWING OFFICER).

A dealer's branch manager or other appropriate reviewing officer ("the Reviewing Officer") must ensure that the financial advisor/registered representative has advised the client of the available financing methods offered by the Phoenix Funds, and the impact of choosing one method over another. In certain instances, it may be appropriate for the Reviewing Officer to discuss the purchase directly with the client. The reviewing officer should review purchases for Class A or Class B shares given the relevant facts and circumstances, including but not limited to: (a) the specific purchase order dollar amount; (b) the length of time the investor expects to hold his shares; and (c) any other relevant circumstances, such as the availability of purchase under letters of intent or pursuant to rights of accumulation and distribution requirements. The foregoing guidelines, as well as the examples cited above, should assist the Reviewing Officer in reviewing and supervising purchase recommendations and orders.

EFFECTIVENESS

These compliance guidelines are effective immediately with respect to any order for shares of those Phoenix Funds which offer their shares pursuant to the alternative purchase arrangement.

Questions relating to these compliance guidelines should be directed by the dealer to its national mutual fund sales and market group or its legal department or compliance director. PEPCO will advice dealers in writing of any future changes in these guidelines.

PXP80B 10/98

EXHIBIT h.6

THIRD AMENDMENT TO
AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT

THIRD AMENDMENT TO
AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT

THIS AMENDMENT made effective as of the 1st day of January, 2003 amends that certain Financial Agent Agreement dated November 19, 1997, as amended March 23, 1998 and June 1, 1998, and updated by letter agreement dated February 9, 2001, by and among the following parties (the "Agreement") as hereinbelow provided.

W I T N E S S E T H :

WHEREAS, the parties hereto wish to amend Schedule A of the Agreement to reflect fee schedule changes associated with the Amended and Restated Sub-Administration Agreement dated January 1, 2003 by and between Phoenix Equity Planning Corporation and PFPC, Inc., to clarify those services provided directly by the Financial Agent for which it shall be compensated and to update the list of Funds subject to the Agreement:

NOW, THEREFORE, in consideration of the foregoing premise and other good and valuable consideration, the parties hereby agree that the Agreement is hereby amended as follows:

1. Schedule A is hereby replaced with the Schedule A attached hereto and made a part hereof.

2. Except as hereinabove and hereinbefore amended, this Agreement embodies the entire agreement and understanding between the parties with respect to the subject matter hereof.

[signature page follows]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized officers on this 21st day of May 2003.

PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND
PHOENIX EQUITY SERIES FUND
PHOENIX-GOODWIN CALIFORNIA TAX EXEMPT BOND FUND
PHOENIX INVESTMENT TRUST 97
PHOENIX MULTI-PORTFOLIO FUND
PHOENIX MULTI-SERIES TRUST

PHOENIX-OAKHURST INCOME & GROWTH FUND PHOENIX-OAKHURST STRATEGIC ALLOCATION FUND PHOENIX PARTNER SELECT FUNDS PHOENIX-SENECA FUNDS
PHOENIX SERIES FUND
PHOENIX STRATEGIC EQUITY SERIES FUND

PHOENIX EQUITY PLANNING CORPORATION

SCHEDULE A

REVISED PURSUANT TO THIRD AMENDMENT
EFFECTIVE JANUARY 1, 2003

Revised Fee Schedule

Fee Information for Services as Financial Agent

For its services hereunder, Financial Agent shall be paid a fee equal to the sum of (1) the document cost of fund accounting and related services provided by PFPC, Inc., as subagent, to Financial Agent, plus (2) the document cost to Financial Agent to provide tax services and oversight of subagent's performance.

The current PFPC fees are attached here to and made a part hereof.

REVISED PURSUANT TO THIRD AMENDMENT
EFFECTIVE JANUARY 1, 2003

PFPC FEE SCHEDULE

ANNUAL COMPLEX ASSET BASED FEES:

The following annual fee will be calculated based upon the Portfolios' aggregate average net assets and paid monthly:

0.065% for the first $5 billion of aggregate average net assets of the Portfolios;
0.061% for the next $5 billion of aggregate average net assets of the Portfolios;
0.055% for the next $5 billion of aggregate average net assets of the Portfolios;
0.040% for the next $5 billion of aggregate average net assets of the Portfolios; and
0.030% on the aggregate average net assets of the Portfolios in excess of $20 billion.

Services for any new mutual fund added to the Agreement during the Agreement's term will be subject to the same fee schedule.

MONTHLY COMPLEX MINIMUM FEE:

The following monthly complex minimum will be calculated per each Portfolio serviced:

$5,833 for the first 50 Portfolios;
$5,417 for the next 25 Portfolios; and
$5,000 for each Portfolio over 75.

Pricing Service: *
Domestic Equity                                        $0.14
Foreign Equity                                         $0.55
Corporate Bond                                         $0.40
Foreign Bond                                           $0.55
Municipal Bond                                         $0.60
CMO/Asset back                                         $0.80
Broker obtained quotes                                 $1.00

Mainframe IAS Reports Transmissions                    $2,000 per month
Remote IAS access                                      $1,500 per month
Daily NAV distribution (approx.)                       $0.24 per minute (fax);
                                                       $0.004 per minute (email)
Federal Express charges                                Actual charges
Record storage                                         $6 per month

*These prices will be charged at the CUSIP level and will not be charged for each holding.

MISCELLANEOUS:

Any fee or out-of-pocket expenses not paid within 30 days of the date of the original invoice will be charged a late payment fee of 1% per month until payment of the fees are received by PFPC. If PFPC is removed from the Amended and Restated Sub-Administration and Accounting Services Agreement other than for a material breach thereof, you shall pay any costs of time and material associated with the deconversion.

SCHEDULE A

FUNDS SUBJECT TO AMENDED AND RESTATED
FINANCIAL AGENT AGREEMENT DATED 11/19/1997
(AS OF MAY 21, 2003)

PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND

PHOENIX EQUITY SERIES FUND
Phoenix-Duff & Phelps Core Equity Fund Phoenix-Oakhurst Growth & Income Fund

PHOENIX-GOODWIN CALIFORNIA TAX EXEMPT BOND FUND

PHOENIX INVESTMENT TRUST 97
Phoenix-Hollister Value Small Cap Value Fund Phoenix-Hollister Value Equity Fund

PHOENIX MULTI-PORTFOLIO FUND
Phoenix-Aberdeen International Fund
Phoenix-Duff & Phelps Real Estate Securities Fund Phoenix-Goodwin Emerging Markets Bond Fund Phoenix-Goodwin Tax-Exempt Bond Fund
Phoenix-Seneca Tax Sensitive Growth Fund

PHOENIX MULTI-SERIES TRUST
Phoenix-Goodwin Multi-Sector Fixed Income Fund Phoenix-Goodwin Multi-Sector Short Term Bond Fund

PHOENIX-OAKHURST INCOME & Growth Fund

PHOENIX-OAKHURST STRATEGIC ALLOCATION FUND

PHOENIX PARTNER SELECT FUNDS
Phoenix Partner Select Growth & Dividend Fund Phoenix Partner Select Wealth Builder Fund

PHOENIX SERIES FUND
Phoenix-Duff & Phelps Core Bond Fund
Phoenix-Engemann Aggressive Growth Fund Phoenix-Engemann Capital Growth Fund
Phoenix-Goodwin High Yield Fund
Phoenix-Goodwin Money Market Fund
Phoenix-Oakhurst Balanced Fund

PHOENIX-SENECA FUNDS
Phoenix-Seneca Bond Fund
Phoenix-Seneca Mid-Cap "EDGE"(SM) Fund Phoenix-Seneca Real Estate Securities Fund

PHOENIX STRATEGIC EQUITY SERIES FUND
Phoenix-Seneca Growth Fund
Phoenix-Seneca Strategic Theme Fund

EXHIBIT j

CONSENT OF INDEPENDENT AUDITORS

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated August 18, 2003, relating to the financial statements and financial highlights which appears in the June 30, 2003 Annual Report to Shareholders of Phoenix-Aberdeen Worldwide Opportunities Fund, which is also incorporated by reference into the Registration Statement. We also consent to the reference to us under the headings "Financial Highlights" and "Independent Accountants and Reports to Shareholders" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP


Boston, Massachusetts
October 24, 2003

EXHIBIT m.4

FIRST AMENDMENT OF
PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND

Effective May 21, 2003

FIRST AMENDMENT OF
PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND
(the "Trust")

CLASS A SHARES
AMENDED AND RESTATED DISTRIBUTION PLAN
PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940

The Trust and the requisite percentage of affected shareholders thereof have adopted an amended and restated distribution plan (the "Plan") in accordance with the requirements of Section l2b-1 of the Investment Company Act of 1940, as amended (the "Act") with respect to Class A shares of the Trust.

The Distributor (as such term is defined in the Plan) intends to distribute a fund of funds that is currently expected to be managed by an investment adviser affiliated with the investment adviser to the Trust (the "Fund of Funds"). The Fund of Funds intends to purchase, among other securities, class A shares of certain series in the Trust. The Plan currently permits payment of Rule 12b-1 Fees (as such term is defined in the Plan) only in connection with the sale of shares of the Trust and therefore the purchase of class A shares by the Fund of Funds would not presently result in payment of such fees to the Distributors and others involved in the marketing and servicing of such investments.

On May 21, 2003, the Trustees deliberated the equities of depriving such parties of fees that such entities would otherwise have been entitled to receive had these shares been sold to individual investors. The Trustees considered the merits of extending the definition of parties qualified to receive Rule 12b-1 Fees hereunder and now desire to amend the Plan to provide that such fees shall also be payable to the Distributor (and sub-distributors) as compensation for the sale of class A shares to the Fund of Funds and providing personal service to shareholders of the Fund of Funds, including assistance in connection with inquiries relating to shareholder accounts, and maintaining shareholder accounts. It is the intent of the Trustees that these amendments shall not increase the amount of Rule 12b-1 Fees beyond that amount otherwise payable in connection with the direct sale of class A shares to individual investors.

NOW, THEREFORE, in consideration of the foregoing, the Plan is hereby amended so as to provide that notwithstanding anything to the contrary, Rule 12b-1 Fees shall also be payable to the Distributor (and sub-distributors) as compensation for the sale of class A shares to the Fund of Funds and providing personal service to shareholders of the Fund of Funds, including assistance in connection with inquiries relating to shareholder accounts, and maintaining shareholder accounts.

EXHIBIT o.1

FOURTH AMENDED AND RESTATED
PLAN PURSUANT TO RULE 18f-3

(Effective ______, 2003)

PHOENIX FUNDS
and
PHOENIX-SENECA FUNDS
(the "Funds")

FOURTH AMENDED AND RESTATED
PLAN PURSUANT TO RULE 18f-3
under the
INVESTMENT COMPANY ACT OF 1940

Pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended ("1940 Act"), this Plan describes the multi-class system for the Funds, including the separate classes of shares' arrangements for distribution, the method for allocating expenses to those classes and any related conversion or exchange privileges applicable to these classes.

Upon the original effective date of this Plan, the Funds shall offer multiple classes of shares, as described herein, pursuant to Rule 18f-3 and this Plan.

The portfolios of the Funds listed on Schedule A hereto shall offer up to five classes of shares as indicated on Schedule A: Class A, Class B, Class C, Class X and Class T. Shares of the Multi-Class Portfolios shall represent an equal pro rata interest in the respective Multi-Class Portfolio and, generally, shall have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications and terms and conditions, except that: (a) each class shall have a different designation; (b) each class shall bear any Class Expenses, as defined by Section 2(b), below; (c) each class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its distribution arrangement; and (d) each class shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class. In addition, Class A, Class B, Class C and Class T shares shall have the features described in Sections a, b, c and d, below.

The Funds have adopted Distribution Plans pursuant to Rule 12b-1 with respect to Class A, Class B, Class C and Class T for each Multi-Class Portfolio, containing substantially the following terms:

i. Class A shares of each Multi-Class Portfolio shall pay Phoenix Equity Planning Corporation (the "Distributor") an amount on an annual basis equal to 0.25% of the average daily net assets of a Multi-Class Portfolio's Class A shares as compensation for providing personal service to shareholders (including shareholders of affiliated fund of funds investing in such Multi-Class Portfolio), including assistance in connection with inquiries relating to shareholder accounts, and for maintaining shareholder accounts as provided in the Class A Distribution Plan and any supplements thereto.

ii. Class B shares of each Multi-Class Portfolio shall pay the Distributor a fee consisting of a distribution fee at the rate of 0.75% per annum of the average daily net asset value of a Multi-Class Portfolio's Class B shares and a service fee of 0.25% per annum of the average daily net asset value of a Multi-Class Portfolio's Class B shares for services and expenses incurred in connection with distribution and marketing of shares thereof, as provided in the Class B Distribution Plan and any supplements thereto.

iii. Class C shares of each Multi-Class Portfolio other than the Phoenix-Goodwin Multi-Sector Short Term Bond Fund shall pay the Distributor a fee consisting of a distribution fee at the rate of 0.75% per annum of the average daily net asset value of a Multi-Class Portfolio's Class C shares and a service fee of 0.25% per annum of the average daily net asset value of a Multi-Class Portfolio's Class C shares for services and expenses incurred in connection with distribution and marketing of shares thereof, as provided in the Class C Distribution Plan and any supplements thereto.

iv. Class T shares of the Phoenix-Goodwin Multi-Sector Short Term Bond Fund shall pay the Distributor a fee consisting of a distribution fee at the rate of 0.75% per annum of the average daily net asset value of such Fund's Class C shares and a service fee of 0.25% per annum of the average daily net asset value of such Fund's Class C shares for services and expenses incurred in connection with distribution and marketing of shares thereof, as provided in the Class T Distribution Plan and any supplements thereto.

Expenses attributable to a particular class ("Class Expenses") shall be limited to: (1) transfer agency fees; (2) stationery, printing, postage, and delivery expenses relating to preparing and distributing shareholder reports, prospectuses, and proxy statements; (3) state Blue Sky registration fees; (4) SEC registration fees; (5) expenses of administrative personnel and services to the extent related to another category of class-specific expenses; (6) trustees' fees and expenses; (7) accounting expenses, auditors' fees, litigation expenses, and legal fees and expenses; and
(8) expenses incurred in connection with shareholder meetings. Expenses described in subsection (a) (i) through (iv) must be allocated to the

class for which they are incurred. All other expenses described in this paragraph will be allocated as Class Expenses, if a Fund's President and Treasurer have determined, subject to Board approval or ratification, which of such categories of expenses will be treated as Class Expenses, consistent with applicable legal principles under the 1940 Act and the Internal Revenue Code of 1986, as amended ("Code"). The difference between the Class Expenses allocated to each share of a class during a year and the Class Expenses allocated to each share of any other class during such year shall at all times be less than .50% of the average daily net asset value of the class of shares with the smallest average net asset value. The aforedescribed description of Class Expenses and any amendment thereto shall be subject to the continuing availability of an opinion of counsel or a ruling from the Internal Revenue Service to the effect that any such allocation of expenses or the assessment of higher distribution fees and transfer agency costs on any class of shares does not result in any dividends or distributions constituting "preferential dividends" under the Code.

In the event that a particular expense is no longer reasonably allocable by class or to a particular class, it shall be treated as a Fund Expense or Portfolio Expense as applicable, and in the event a Fund Expense or Portfolio Expense becomes allocable as a Class Expense, it shall be so allocated, subject to compliance with Rule 18f-3 and Board approval or ratification.

The initial determination of expenses that will be allocated as Class Expenses and any subsequent changes thereto as set forth in this Plan shall be reviewed by the Board of Trustees and approved by such Board and by a majority of the Trustees who are not "interested persons" of the Fund, as defined in the 1940 Act ("Independent Trustees").

Investment Advisor may waive or reimburse its management fee in whole or in part provided that the fee is waived or reimbursed to all shares of the Fund in proportion to the relative average daily net asset values.

Investment Advisor or a related entity who charges a fee for a Class Expense may waive or reimburse that fee in whole or in part only if the revised fee more accurately reflects the relative cost of providing to each Multi-Class Portfolio the service for which the Class Expense is charged.

Distributor may waive or reimburse a Rule 12b- 1 Plan fee payment in whole or in part.

Shareholders of a Multi-Class Portfolio may exchange shares of a particular class for shares of the same class in any other Phoenix, Phoenix-Engemann, Phoenix-Seneca, Phoenix-Zweig or Phoenix-Euclid Funds for which exchange privileges are available, at the relative net asset values of the respective shares to be exchanged and with no sales charge, provided the shares to be acquired in the exchange are, as may be necessary, qualified for sale in the shareholder's state of residence and subject to the applicable requirements, if any, as to minimum amount. Shareholders of Class T of the Phoenix-Goodwin Multi-Sector Short Term Bond Fund may exchange shares of such class for class C shares in any other Phoenix, Phoenix-Engemann, Phoenix-Seneca, Phoenix-Zweig or Phoenix-Euclid Funds for which exchange privileges are available, at the relative net asset values of the respective shares to be exchanged and with no sales charge, provided the shares to be acquired in the exchange are, as may be necessary, qualified for

sale in the shareholder's state of residence and subject to the applicable requirements, if any, as to minimum amount. Each Multi-Class Portfolio reserves the right to temporarily or permanently terminate exchange privileges, impose conditions upon the exercising of exchange privileges, or reject any specific order from any dealer, shareholder or person whose transactions seem to follow a timing pattern, including those who request more than one exchange out of a Multi-Class Portfolio within any thirty (30) day period. Each Multi-Class Portfolio reserves the right to terminate or modify these exchange privileges at any time upon giving prominent notice to shareholders at least 60 days in advance.

Class B Shares of a Multi-Class Portfolio will automatically convert to Class A Shares of that portfolio, without sales charge, at the relative net asset values of each such classes, not later than eight years from the acquisition of the Class B Shares. The conversion of Class B Shares to Class A Shares is subject to the continuing availability of an opinion of counsel or a ruling from the Internal Revenue Service to the effect that the conversion of shares does not constitute a taxable event under federal income tax law.

The Board of Trustees, including a majority of the Independent Trustees, at a meeting held on May 21, 2003, approved the Fourth Amended and Restated Plan based on a determination that the Plan, including the expense allocation, is in the best interests of each class and Multi-Class Portfolio individually and of the Funds. Their determination was based on their review of information furnished to them that they deemed reasonably necessary and sufficient to evaluate the Plan.

The Plan may not be amended materially unless the Board of Trustees, including a majority of the Independent Trustees, have found that the proposed amendment, including any proposed related expense allocation, is in the best interests of each class and Multi-Class Portfolio individually and of the Funds. Such funding shall be based on information required by the Board and furnished to them that the Board deems reasonably necessary to evaluate the proposed amendment.

The Board shall review reports of expense allocations and such other information as they request at such times, or pursuant to such schedule, as they may determine consistent with applicable legal requirements.

Any agreement related to the Multi-Class System shall require the parties thereto to furnish to the Board of Trustees, upon their request, such information as is reasonably necessary to permit the Trustees to evaluate the Plan or any proposed amendment.

The Fourth Amended and Restated Plan, having been reviewed and approved by the Board of Trustees and the Independent Trustees, shall take effect as of the first day of each Fund's current fiscal year.

The Plan may not be amended to modify materially its terms unless such amendment has been approved in the manner specified in Section 3(b) of this Plan.

                                                                             Class A     Class B    Class C     Class T    Class X
                                                                             -------     -------    -------     -------    -------
PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND                                    X           X          X

PHOENIX EQUITY SERIES FUND:
   PHOENIX-DUFF & PHELPS CORE EQUITY FUND                                        X           X          X
   PHOENIX-OAKHURST GROWTH & INCOME FUND                                         X           X          X

PHOENIX-GOODWIN CALIFORNIA TAX-EXEMPT BOND FUND                                  X           X

PHOENIX INVESTMENT TRUST 97:
   PHOENIX-HOLLISTER SMALL CAP VALUE FUND                                        X           X          X
   PHOENIX-HOLLISTER VALUE EQUITY FUND                                           X           X          X

PHOENIX MULTI-PORTFOLIO FUND:
   PHOENIX-GOODWIN EMERGING MARKETS BOND FUND                                    X           X          X
   PHOENIX-ABERDEEN INTERNATIONAL FUND                                           X           X          X
   PHOENIX-DUFF & PHELPS REAL ESTATE SECURITIES FUND                             X           X          X
   PHOENIX-GOODWIN TAX-EXEMPT BOND FUND                                          X           X
   PHOENIX-SENECA TAX SENSITIVE GROWTH FUND                                      X           X          X                     X

PHOENIX MULTI-SERIES TRUST
   PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME FUND                                X           X          X
   PHOENIX GOODWIN MULTI-SECTOR SHORT
   TERM BOND FUND                                                                X           X          X          X

PHOENIX-OAKHURST INCOME & GROWTH FUND                                            X           X          X

PHOENIX-OAKHURST STRATEGIC ALLOCATION FUND                                       X           X

PHOENIX PARTNER SELECT FUND
(f/k/a PHOENIX-ABERDEEN SERIES FUND)
   WEALTH BUILDER FUND                                                           X                      X
   GROWTH & DIVIDEND FUND                                                        X                      X

PHOENIX SENECA FUNDS
   PHOENIX-SENECA BOND FUND                                                      X           X          X                     X
   PHOENIX-SENECA GROWTH FUND                                                    X           X          X                     X
   PHOENIX-SENECA REAL ESTATE SECURITIES FUND                                    X           X          X                     X

PHOENIX SERIES FUND:
   PHOENIX-ENGEMANN AGGRESSIVE GROWTH FUND                                       X           X          X
   PHOENIX-OAKHURST BALANCED FUND                                                X           X
   PHOENIX-ENGEMANN CAPITAL GROWTH FUND                                          X           X
   PHOENIX-GOODWIN HIGH YIELD FUND                                               X           X          X
   PHOENIX-GOODWIN MONEY MARKET FUND                                             X           X          X
   PHOENIX-DUFF & PHELPS CORE BOND FUND                                          X           X          X

PHOENIX STRATEGIC EQUITY SERIES FUND:
   PHOENIX-SENECA GROWTH FUND                                                    X           X          X                     X
   PHOENIX-SENECA STRATEGIC THEME FUND                                           X           X          X

EXHIBIT q.2

POWERS OF ATTORNEY

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of the below-named mutual funds, hereby constitute and appoint Philip R. McLoughlin, Nancy J. Engberg and Richard J. Wirth, or either of them as my true and lawful attorneys and agents with full power to sign for me in the capacity indicated below, any or all Registration Statements or amendments thereto filed with the Securities and Exchange Commission under the Securities Act of 1933 and/or the Investment Company Act of 1940 relating to each of said mutual funds, and hereby ratify and confirm my signature as it may be signed by said attorneys and agents.

Phoenix-Aberdeen Series Fund
Phoenix-Aberdeen Worldwide Opportunities Fund Phoenix Duff & Phelps Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix-Goodwin California Tax Exempt Bond Fund Phoenix Investment Trust 97
Phoenix Multi-Portfolio Fund
Phoenix Multi-Series Trust
Phoenix-Oakhurst Income & Growth Fund Phoenix-Oakhurst Strategic Allocation Fund Phoenix-Seneca Funds
Phoenix Series Fund
Phoenix Strategic Equity Series Fund

I hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original.

I hereby further revoke any and all powers of attorney previously given by me with respect to the above-named mutual funds, provided that this revocation shall not affect the exercise of such powers prior to the date hereof.

WITNESS my hand and seal on the date set forth below.

May 22, 2002                          /s/ E. Virgil Conway
                                      ------------------------------------------
                                      E. Virgil Conway, Trustee

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of the below-named mutual funds, hereby constitute and appoint Philip R. McLoughlin, Nancy J. Engberg and Richard J. Wirth, or either of them as my true and lawful attorneys and agents with full power to sign for me in the capacity indicated below, any or all Registration Statements or amendments thereto filed with the Securities and Exchange Commission under the Securities Act of 1933 and/or the Investment Company Act of 1940 relating to each of said mutual funds, and hereby ratify and confirm my signature as it may be signed by said attorneys and agents.

Phoenix-Aberdeen Series Fund
Phoenix-Aberdeen Worldwide Opportunities Fund Phoenix Duff & Phelps Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix-Goodwin California Tax Exempt Bond Fund Phoenix Investment Trust 97
Phoenix Multi-Portfolio Fund
Phoenix Multi-Series Trust
Phoenix-Oakhurst Income & Growth Fund Phoenix-Oakhurst Strategic Allocation Fund Phoenix-Seneca Funds
Phoenix Series Fund
Phoenix Strategic Equity Series Fund

I hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original.

I hereby further revoke any and all powers of attorney previously given by me with respect to the above-named mutual funds, provided that this revocation shall not affect the exercise of such powers prior to the date hereof.

WITNESS my hand and seal on the date set forth below.

May 22, 2002                          /s/ Harry Dalzell-Payne
                                      ------------------------------------------
                                      Harry Dalzell-Payne, Trustee

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of the below-named mutual funds, hereby constitute and appoint Philip R. McLoughlin, Nancy J. Engberg and Richard J. Wirth, or either of them as my true and lawful attorneys and agents with full power to sign for me in the capacity indicated below, any or all Registration Statements or amendments thereto filed with the Securities and Exchange Commission under the Securities Act of 1933 and/or the Investment Company Act of 1940 relating to each of said mutual funds, and hereby ratify and confirm my signature as it may be signed by said attorneys and agents.

Phoenix-Aberdeen Series Fund
Phoenix-Aberdeen Worldwide Opportunities Fund Phoenix Duff & Phelps Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix-Goodwin California Tax Exempt Bond Fund Phoenix Investment Trust 97
Phoenix Multi-Portfolio Fund
Phoenix Multi-Series Trust
Phoenix-Oakhurst Income & Growth Fund Phoenix-Oakhurst Strategic Allocation Fund Phoenix-Seneca Funds
Phoenix Series Fund
Phoenix Strategic Equity Series Fund

I hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original.

I hereby further revoke any and all powers of attorney previously given by me with respect to the above-named mutual funds, provided that this revocation shall not affect the exercise of such powers prior to the date hereof.

WITNESS my hand and seal on the date set forth below.

May 22, 2002                          /s/ Leroy Keith, Jr.
                                      ------------------------------------------
                                      Leroy Keith, Jr., Trustee

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of the below-named mutual funds, hereby constitute and appoint Philip R. McLoughlin, Nancy J. Engberg and Richard J. Wirth, or either of them as my true and lawful attorneys and agents with full power to sign for me in the capacity indicated below, any or all Registration Statements or amendments thereto filed with the Securities and Exchange Commission under the Securities Act of 1933 and/or the Investment Company Act of 1940 relating to each of said mutual funds, and hereby ratify and confirm my signature as it may be signed by said attorneys and agents.

Phoenix-Aberdeen Series Fund
Phoenix-Aberdeen Worldwide Opportunities Fund Phoenix Duff & Phelps Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix-Goodwin California Tax Exempt Bond Fund Phoenix Investment Trust 97
Phoenix Multi-Portfolio Fund
Phoenix Multi-Series Trust
Phoenix-Oakhurst Income & Growth Fund Phoenix-Oakhurst Strategic Allocation Fund Phoenix-Seneca Funds
Phoenix Series Fund
Phoenix Strategic Equity Series Fund

I hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original.

I hereby further revoke any and all powers of attorney previously given by me with respect to the above-named mutual funds, provided that this revocation shall not affect the exercise of such powers prior to the date hereof.

WITNESS my hand and seal on the date set forth below.

May 22, 2002                          /s/ James M. Oates
                                      ------------------------------------------
                                      James M. Oates, Trustee

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of the below-named mutual funds, hereby constitute and appoint Philip R. McLoughlin, Nancy J. Engberg and Richard J. Wirth, or either of them as my true and lawful attorneys and agents with full power to sign for me in the capacity indicated below, any or all Registration Statements or amendments thereto filed with the Securities and Exchange Commission under the Securities Act of 1933 and/or the Investment Company Act of 1940 relating to each of said mutual funds, and hereby ratify and confirm my signature as it may be signed by said attorneys and agents.

Phoenix-Aberdeen Series Fund
Phoenix-Aberdeen Worldwide Opportunities Fund Phoenix Duff & Phelps Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix-Goodwin California Tax Exempt Bond Fund Phoenix Investment Trust 97
Phoenix Multi-Portfolio Fund
Phoenix Multi-Series Trust
Phoenix-Oakhurst Income & Growth Fund Phoenix-Oakhurst Strategic Allocation Fund Phoenix-Seneca Funds
Phoenix Series Fund
Phoenix Strategic Equity Series Fund

I hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original.

I hereby further revoke any and all powers of attorney previously given by me with respect to the above-named mutual funds, provided that this revocation shall not affect the exercise of such powers prior to the date hereof.

WITNESS my hand and seal on the date set forth below.

May 22, 2002                          /s/ Richard E. Segerson
                                      ------------------------------------------
                                      Richard E. Segerson, Trustee

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of the below-named mutual funds, hereby constitute and appoint Philip R. McLoughlin, Nancy J. Engberg and Richard J. Wirth, or either of them as my true and lawful attorneys and agents with full power to sign for me in the capacity indicated below, any or all Registration Statements or amendments thereto filed with the Securities and Exchange Commission under the Securities Act of 1933 and/or the Investment Company Act of 1940 relating to each of said mutual funds, and hereby ratify and confirm my signature as it may be signed by said attorneys and agents.

Phoenix-Aberdeen Series Fund
Phoenix-Aberdeen Worldwide Opportunities Fund Phoenix Duff & Phelps Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix-Goodwin California Tax Exempt Bond Fund Phoenix Investment Trust 97
Phoenix Multi-Portfolio Fund
Phoenix Multi-Series Trust
Phoenix-Oakhurst Income & Growth Fund Phoenix-Oakhurst Strategic Allocation Fund Phoenix-Seneca Funds
Phoenix Series Fund
Phoenix Strategic Equity Series Fund

I hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original.

I hereby further revoke any and all powers of attorney previously given by me with respect to the above-named mutual funds, provided that this revocation shall not affect the exercise of such powers prior to the date hereof.

WITNESS my hand and seal on the date set forth below.

May 22, 2002                          /s/ Robert Chesek
                                      ------------------------------------------
                                      Robert Chesek, Trustee

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of the below-named mutual funds, hereby constitute and appoint Philip R. McLoughlin, Nancy J. Engberg and Richard J. Wirth, or either of them as my true and lawful attorneys and agents with full power to sign for me in the capacity indicated below, any or all Registration Statements or amendments thereto filed with the Securities and Exchange Commission under the Securities Act of 1933 and/or the Investment Company Act of 1940 relating to each of said mutual funds, and hereby ratify and confirm my signature as it may be signed by said attorneys and agents.

Phoenix-Aberdeen Series Fund
Phoenix-Aberdeen Worldwide Opportunities Fund Phoenix Duff & Phelps Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix-Goodwin California Tax Exempt Bond Fund Phoenix Investment Trust 97
Phoenix Multi-Portfolio Fund
Phoenix Multi-Series Trust
Phoenix-Oakhurst Income & Growth Fund Phoenix-Oakhurst Strategic Allocation Fund Phoenix-Seneca Funds
Phoenix Series Fund
Phoenix Strategic Equity Series Fund

I hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original.

I hereby further revoke any and all powers of attorney previously given by me with respect to the above-named mutual funds, provided that this revocation shall not affect the exercise of such powers prior to the date hereof.

WITNESS my hand and seal on the date set forth below.

May 22, 2002                          /s/ Lowell P. Weicker
                                      ------------------------------------------
                                      Lowell P. Weicker, Jr., Trustee

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of the below-named mutual funds, hereby constitute and appoint Philip R. McLoughlin, Nancy J. Engberg and Richard J. Wirth, or either of them as my true and lawful attorneys and agents with full power to sign for me in the capacity indicated below, any or all Registration Statements or amendments thereto filed with the Securities and Exchange Commission under the Securities Act of 1933 and/or the Investment Company Act of 1940 relating to each of said mutual funds, and hereby ratify and confirm my signature as it may be signed by said attorneys and agents.

Phoenix-Aberdeen Series Fund
Phoenix-Aberdeen Worldwide Opportunities Fund Phoenix Duff & Phelps Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix-Goodwin California Tax Exempt Bond Fund Phoenix Investment Trust 97
Phoenix Multi-Portfolio Fund
Phoenix Multi-Series Trust
Phoenix-Oakhurst Income & Growth Fund Phoenix-Oakhurst Strategic Allocation Fund Phoenix-Seneca Funds
Phoenix Series Fund
Phoenix Strategic Equity Series Fund

I hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original.

I hereby further revoke any and all powers of attorney previously given by me with respect to the above-named mutual funds, provided that this revocation shall not affect the exercise of such powers prior to the date hereof.

WITNESS my hand and seal on the date set forth below.

May 22, 2002                          /s/ Everett L. Morris
                                      ------------------------------------------
                                      Everett L. Morris, Trustee

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of the below-named mutual funds, hereby constitute and appoint Philip R. McLoughlin, Nancy J. Engberg and Richard J. Wirth, or either of them as my true and lawful attorneys and agents with full power to sign for me in the capacity indicated below, any or all Registration Statements or amendments thereto filed with the Securities and Exchange Commission under the Securities Act of 1933 and/or the Investment Company Act of 1940 relating to each of said mutual funds, and hereby ratify and confirm my signature as it may be signed by said attorneys and agents.

Phoenix-Aberdeen Series Fund
Phoenix-Aberdeen Worldwide Opportunities Fund Phoenix Duff & Phelps Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix-Goodwin California Tax Exempt Bond Fund Phoenix Investment Trust 97
Phoenix Multi-Portfolio Fund
Phoenix Multi-Series Trust
Phoenix-Oakhurst Income & Growth Fund Phoenix-Oakhurst Strategic Allocation Fund Phoenix-Seneca Funds
Phoenix Series Fund
Phoenix Strategic Equity Series Fund

I hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original.

I hereby further revoke any and all powers of attorney previously given by me with respect to the above-named mutual funds, provided that this revocation shall not affect the exercise of such powers prior to the date hereof.

WITNESS my hand and seal on the date set forth below.

May 22, 2002                          /s/ Francis E. Jeffries
                                      ------------------------------------------
                                      Francis E. Jeffries, Trustee

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of the below-named mutual funds, hereby constitute and appoint Philip R. McLoughlin, Nancy J. Engberg and Richard J. Wirth or either of them as my true and lawful attorneys and agents with full power to sign for me in the capacity indicated below, any or all Registration Statements or amendments thereto filed with the Securities and Exchange Commission under the Securities Act of 1933 and/or the Investment Company Act of 1940 relating to each of said mutual funds, and hereby ratify and confirm my signature as it may be signed by said attorneys and agents.

Phoenix-Aberdeen Series Fund
Phoenix-Aberdeen Worldwide Opportunities Fund Phoenix Duff & Phelps Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix-Goodwin California Tax Exempt Bond Fund Phoenix Investment Trust 97
Phoenix Multi-Portfolio Fund
Phoenix Multi-Series Trust
Phoenix-Oakhurst Income & Growth Fund Phoenix-Oakhurst Strategic Allocation Fund Phoenix-Seneca Funds
Phoenix Series Fund
Phoenix Strategic Equity Series Fund

I hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original.

I hereby further revoke any and all powers of attorney previously given by me with respect to the above-named mutual funds, provided that this revocation shall not affect the exercise of such powers prior to the date hereof.

WITNESS my hand and seal on the date set forth below.

May 22, 2002                          /s/ Geraldine M. McNamara
                                      ------------------------------------------
                                      Geraldine M. McNamara

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of the below-named mutual funds, hereby constitute and appoint Philip R. McLoughlin, Nancy J. Engberg and Richard J. Wirth, or either of them as my true and lawful attorneys and agents with full power to sign for me in the capacity indicated below, any or all Registration Statements or amendments thereto filed with the Securities and Exchange Commission under the Securities Act of 1933 and/or the Investment Company Act of 1940 relating to each of said mutual funds, and hereby ratify and confirm my signature as it may be signed by said attorneys and agents.

Phoenix-Aberdeen Series Fund
Phoenix-Aberdeen Worldwide Opportunities Fund Phoenix Equity Series Fund
Phoenix-Goodwin California Tax Exempt Bond Fund Phoenix Investment Trust 97
Phoenix Multi-Portfolio Fund
Phoenix Multi-Series Trust
Phoenix-Oakhurst Income & Growth Fund Phoenix-Oakhurst Strategic Allocation Fund Phoenix Series Fund
Phoenix Strategic Equity Series Fund

I hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original.

WITNESS my hand and seal on the date set forth below.

December 11, 2002                     /s/ Marilyn E. LaMarche
                                      ------------------------------------
                                      Marilyn E. LaMarche, Trustee