EXHIBIT d.4

FIRST AMENDMENT TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT

THIS AMENDMENT made as of the 21st day of October, 2004 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002 (the "Agreement") by and between Phoenix Equity Trust (formerly known as Phoenix-Aberdeen Worldwide Opportunities Fund), a Delaware statutory trust (the "Trust") and Phoenix Investment Counsel, Inc. (the "Adviser") as follows:

1. Any and all references to the name of the Trust as Phoenix-Aberdeen Worldwide Opportunities Fund shall hereafter refer to the Phoenix Equity Trust.

2. The Phoenix-Aberdeen Worldwide Opportunities Fund will become a series of the Trust.

3. Schedule A to the Agreement is hereby deleted in its entirety and Schedule A attached hereto substituted in its place.

4. 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 meanings 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.

5. This Amendment shall become effective on the date first accepted by the Adviser which date is set forth on the signature page hereof.

6. 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 Agreement to be executed by their duly authorized officers of other representatives.

PHOENIX INVESTMENT COUNSEL, INC.

By:  /s/ John H. Beers
     ---------------------------------------
Name:    John H. Beers
Title:   Vice President and Clerk

PHOENIX EQUITY TRUST

By:  /s/ Francis G. Waltman
     ------------------------------
Name:    Francis G. Waltman
Title:   Senior Vice President

                         SERIES                                             INVESTMENT ADVISORY FEE
                         ------                                             -----------------------

Phoenix Mid-Cap Value Fund                                                      0.75% (flat fee)



                                                              $1st Billion        $1 + Billion        $2+ Billion
                                                                                   through $2
                                                                                     Billion

Phoenix-Aberdeen Worldwide Opportunities Fund                    0.75%                0.70%              0.65%

EXHIBIT d.5

PHOENIX EQUITY TRUST
PHOENIX MID-CAP VALUE FUND
SUBADVISORY AGREEMENT

PHOENIX EQUITY TRUST
PHOENIX MID-CAP VALUE FUND

October 21, 2004

Sasco Capital, Inc.
10 Sasco Hill Road
Fairfield, CT 06430

RE: SUBADVISORY AGREEMENT

Ladies and Gentlemen:

Phoenix Equity Trust (formerly, Phoenix-Aberdeen Worldwide Opportunities Fund) (the "Fund") is a diversified open-end investment company of the series type registered under the Investment Company Act of 1940 (the "Act"), and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series, including the Phoenix Mid-Cap Value Fund (collectively sometimes hereafter referred to as the "Series").

Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series.

1. Employment as a Subadviser. The Adviser, being duly authorized, hereby employs Sasco Capital, Inc. (the "Subadviser") as a discretionary series adviser to invest and reinvest the assets of the Series on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner in the Subadviser's performance hereunder; however, in no event shall the Subadviser provide advisory or subadvisory services to another registered investment company managed in a mid-cap value style except as agreed upon in writing by the Adviser and Subadviser. The Subadviser may provide advisory or subadvisory services for a registered investment company in another market capitalization or as part of a blended management team without such waiver. This limitation shall conclude upon the Series' closure to additional investment.

2. Acceptance of Employment; Standard of Performance. The Subadviser accepts its employment as a discretionary series adviser of the Series and agrees to use its best professional judgment to make investment decisions for the Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof.

3. Services of Subadviser. In providing management services to the Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Series and as set forth in the Fund's then current Prospectus and Statement of Additional Information (as the same may be modified from time to time and provided to the Subadviser by Adviser), and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees of the Fund (the "Trustees"), and to instructions from the Adviser. The Subadviser shall not, without the Fund's prior approval, effect any transactions that would cause the Series at the time of the transaction to be out of compliance with any of such restrictions or policies.

4. Transaction Procedures. All series transactions for the Series will be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.

5. Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed.

A. In placing orders for the sale and purchase of Series securities for the Fund, the Subadviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a "best execution" market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction.

B. The Subadviser shall not execute any Series transactions for the Series with a broker or dealer that is an "affiliated person" (as defined in the Act) of the Fund, the Subadviser or the Adviser without the prior written approval of the Fund. The Fund will provide the Subadviser with a list of brokers and dealers that are "affiliated persons" of the Fund or Adviser.

6. Proxies. The Subadviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the Assets. Unless the Advisor or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Series may be invested. The Advisor 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 Advisor with quarterly proxy voting reports in such form as the Advisor may request from time to time.

7. Fees for Services. The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser.

8. Limitation of Liability. The Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a breach of the investment objectives, policies and restrictions applicable to the Series and that such acts or omissions shall not have resulted from the Subadviser's willful misfeasance, bad faith or gross negligence, a violation of the standard of care established by and applicable to the Subadviser in its actions under this Agreement or a breach of its duty or of its obligations hereunder (provided, however, that the foregoing shall not be construed to protect the Subadviser from liability under the Act).

9. Confidentiality. Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Series and the actions of the Subadviser and the Fund in respect thereof.

10. Assignment. This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser.

11. Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees that:

A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940 ("Advisers Act").

B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder, the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and will be surrendered to the Fund or to Adviser as agent of the Fund promptly upon request of either.

C. It has or shall adopt a written code of ethics complying with the requirements of Rule 17j-l under the Act and will provide the Fund and Adviser with a copy of the code of ethics and evidence of its adoption. Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund (the "Code of Ethics"). Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to Adviser that the Subadviser has complied with the requirements of Rule 17j-l during the previous calendar quarter and that there has been no violation of its code of ethics, or the Code of Ethics, or if such a violation has occurred, that appropriate action was taken in response to such violation. The Subadviser shall permit the Fund and Adviser to examine the reports required to be made by the Subadviser under Rule 17j-l(c)(1) and this subparagraph.

D. Reference is hereby made to the Declaration of Trust dated [date] establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "Phoenix Equity Trust (formerly, Phoenix-Aberdeen Worldwide Opportunities Fund)" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate.

12. Amendment. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, and D, is subject to the approval of the Trustees and the Shareholders of the Fund as and to the extent required by the Act.

13. Effective Date; Term. This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until the first meeting of the shareholders of the Series, and, if its renewal is approved at that meeting in the manner required by the Act, shall continue in effect thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Investment Company Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof.

14. Termination. This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a breach of any provision thereof by a party so notified, or otherwise upon thirty (30) days' written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties.

15. Applicable Law. To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware.

16. Severability. If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

17. Certifications. The Subadviser hereby warrants and represents that it will provide the requisite certifications requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-SAR as required under the Sarbanes-Oxley Act of 2002.

18. Indemnification. The Adviser agrees to indemnify and hold harmless the Subadviser and the Subadviser's directors, officers, employees and agents from and against any and all losses, liabilities, claims, damages, and expenses whatsoever, including reasonable attorneys' fees (collectively, "Losses"), arising out of or relating to (i) any breach by the Adviser of any provision of this Agreement; (ii) the negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Adviser; (iii) any violation by the Adviser of any law or regulation relating to its activities under this Agreement; and (iv) any dispute between the Adviser and any Fund shareholder, except to the extent that such Losses result from the gross negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Subadviser.

[signature page follows]

PHOENIX EQUITY TRUST (FORMERLY,
PHOENIX-ABERDEEN
WORLDWIDE OPPORTUNITIES FUND)

By:      /s/ Francis G. Waltman
   --------------------------------
   Name:  Francis G. Waltman
   Title: Senior Vice President

PHOENIX INVESTMENT COUNSEL, INC.

By:      /s/ John H. Beers
   --------------------------------
   Name:  John H. Beers
   Title: Vice President and Clerk

ACCEPTED:

SASCO CAPITAL, INC.

By:      /s/ Hoda Bibi
    ------------------------
    Name:  Hoda Bibi
    Title: President and Managing Director

SCHEDULES:        A.    Operational Procedures
                  B.    Record Keeping Requirements
                  C.    Fee Schedule
                  D.    Subadviser Functions

OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a flow of information to be supplied to State Street Bank and Trust Company (the "Custodian"), the custodian for the Fund.

The Subadviser must furnish the Custodian with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5 p.m. (Eastern Standard time) on the day of the trade (confirmation received from broker). The necessary information can be sent via facsimile machine to the Custodian. Information provided to the Custodian shall include the following:

1. Purchase or sale;
2. Security name;
3. CUSIP number (if applicable);
4. Number of shares and sales price per share;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed; and
14. Identified tax lot (if applicable).

When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be maintained in the name of the Fund. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report. This will normally be done by telex so that the Subadviser will know the amount available for investment purposes.

RECORDS TO BE MAINTAINED BY THE SUBADVISER

1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include:

A. The name of the broker;
B. The terms and conditions of the order and of any modifications or cancellations thereof;
C. The time of entry or cancellation; D. The price at which executed; E. The time of receipt of a report of execution; and F. The name of the person who placed the order on behalf of the Fund.

2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record:

A. Shall include the consideration given to:
(i) The sale of shares of the Fund by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers to:
(a) The Fund,
(b) The Adviser (Phoenix Investment Counsel, Inc.)
(c) The Subadviser, and
(d) Any person other than the foregoing.

(iii) Any other consideration other than the technical qualifications of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation.
D. The name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation.

3. (Rule 31a-(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.*

4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment advisers by rule adopted under Section 204 of the Investment Advisers Act of 1940, to the extent such records are necessary or appropriate to record the Subadviser's transactions for the Fund.

SUBADVISORY FEE

(a) For services provided to the Fund, the Adviser will pay to the Subadviser, on or before the 10th day of each month, a fee, payable in arrears, at the annual rate of forty-seven and one-half percent (47.50%) of the gross management fee as stipulated in the Fund's registration statement. The fees shall be prorated for any month during which this agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset value of the Fund and each Series shall be valued as set forth in the then current registration statement of the Fund.

SUBADVISER FUNCTIONS

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

(a) An investment program for the Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and Adviser;

(b) Implementation of the investment program for the Series based upon the foregoing criteria;

(c) Quarterly reports, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Subadviser's code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Series assets in accordance with the then prevailing prospectus and statement of additional information pertaining to the Series and governing laws; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered "illiquid" for the purposes of complying with the Series' limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and, vi) the implementation of the Series' investment program, including, without limitation, analysis of Series performance;

(d) Promptly after filing with the Securities and Exchange Commission an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees;

(e) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and

(f) Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to
Section 9(a) of the Investment Company Act of 1940 or otherwise.

Exhibit g.2

CUSTODIAN CONTRACT
Between
EACH OF THE PARTIES LISTED ON APPENDIX 1
and
STATE STREET BANK AND TRUST COMPANY

TABLE OF CONTENTS

                                                                                                               Page
                                                                                                               ----
1.       Employment of Custodian and Property to be Held By It....................................................1
2.       Duties of the Custodian with Respect to Property
         of each Fund Held by the Custodian in the United States..................................................2
         2.1      Holding Securities..............................................................................2
         2.2      Delivery of Securities..........................................................................2
         2.3      Registration of Securities......................................................................4
         2.4      Bank Accounts...................................................................................4
         2.5      Availability of Federal Funds...................................................................5
         2.6      Collection of Income............................................................................5
         2.7      Payment of Fund Moneys..........................................................................5
         2.8      Liability for Payment in Advance of Receipt of Securities Purchased.............................6
         2.9      Appointment of Agents...........................................................................7
         2.10     Deposit of Fund Assets in U.S. Securities System................................................7
         2.11     Fund Assets Held in the Custodian's Direct Paper System.........................................8
         2.12     Segregated Account..............................................................................9
         2.13     Ownership Certificates for Tax Purposes.........................................................9
         2.14     Proxies.........................................................................................9
         2.15     Communications Relating to Fund Securities.....................................................10

3.       Duties of the Custodian with Respect to Property of
         each Fund Held Outside of the United States.............................................................10
         3.1      Appointment of Foreign Sub-Custodians..........................................................10
         3.2      Assets to be Held..............................................................................10
         3.3      Foreign Securities Systems.....................................................................10
         3.4      Holding Securities.............................................................................11
         3.5      Agreements with Foreign Banking Institutions...................................................11
         3.6      Access of Independent Accountants of each Fund.................................................11
         3.7      Reports by Custodian...........................................................................11
         3.8      Transactions in Foreign Custody Account........................................................12
         3.9      Liability of Foreign Sub-Custodians............................................................12
         3.10     Liability of Custodian.........................................................................12
         3.11     Reimbursement for Advances.....................................................................13
         3.12     Monitoring Responsibilities....................................................................13
         3.13     Branches of U.S. Banks.........................................................................13
         3.14     Tax Law........................................................................................13


4.       Payments for Sales or Repurchase or Redemptions
         of Shares of each Fund..................................................................................14

5.       Proper Instructions.....................................................................................14

6.       Actions Permitted Without Express Authority.............................................................15

7.       Evidence of Authority...................................................................................15

8.       Duties of Custodian With Respect to the Books of Account and Calculation of Net Asset Value
         and Net Income..........................................................................................15

9.       Records.................................................................................................16

10.      Opinion of Fund's Independent Accountants...............................................................16

11.      Reports to Fund by Independent Public Accountants.......................................................16

12.      Compensation of Custodian...............................................................................16

13.      Responsibility of Custodian.............................................................................16

14.      Effective Period, Termination and Amendment.............................................................18

15.      Successor Custodian.....................................................................................18

16.      Interpretive and Additional Provisions..................................................................19

17.      Additional Funds........................................................................................19

18.      Massachusetts Law to Apply..............................................................................20

19.      Prior Contracts.........................................................................................20

20.      Shareholder Communications..............................................................................20

21.       Limitation of Liability................................................................................21

MASTER CUSTODIAN CONTRACT

This Contract between each fund or series of a fund listed on Appendix 1 which evidences its agreement to be bound hereby by executing a copy of this Contract (each such fund, any and all separate series or portfolios thereof and any additional portfolios or separate series thereof which become subject to this Contract pursuant to Section 17 hereof, are individually hereafter referred to as a "Fund"), and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at 225 Franklin Street, Boston, Massachusetts, 02110, hereinafter called the "Custodian",

WITNESSETH:

WHEREAS, each of the Funds has previously entered into a Custodian Contract with the Custodian;

WHEREAS, the Custodian and each of the Funds desire to replace such existing Custodian Contracts with this Master Custodian Contract between the Custodian and all of the Funds;

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

Each Fund hereby employs the Custodian as the custodian of the assets of such Fund, including securities which such Fund desires to be held in places within the United States ("domestic securities") and securities it desires to be held outside the United States ("foreign securities") pursuant to the provisions of such Fund's governing documents (domestic securities and foreign securities are sometimes collectively referred to herein as "Securities"). Each Fund agrees to deliver to the Custodian all securities and cash of such Fund, and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by such Fund from time to time, and the cash consideration received by it for such new or treasury shares each class of capital stock or beneficial interest, as applicable, of such Fund, ("Shares") as may be issued or sold from time to time. The Custodian shall not be responsible for any property of a Fund held or received by such Fund and not delivered to the Custodian.

Upon receipt of "Proper Instructions" (within the meaning of Article 5), the Custodian shall on behalf of the applicable Fund from time to time employ one or more sub-custodians, located in the United States but only in accordance with an applicable vote by the Board of the Fund, and provided that the Custodian shall have no more or less responsibility or liability to the Fund on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian. The Fund shall approve in writing the terms of any subcustodian agreement with a United States subcustodian. The Custodian may employ as sub-custodian for each Fund's foreign securities the foreign banking institutions and foreign securities depositories designated in Schedule A hereto but only in accordance with the provisions of Article 3.

2.1 Holding Securities. The Custodian shall hold and physically segregate for the account of each Fund all non-cash property, to be held by it in the United States including all domestic securities owned by such Fund, other than (a) securities which are maintained pursuant to Section 2.10 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (each, a "U.S. Securities System") and (b) commercial paper of an issuer for which State Street Bank and Trust Company acts as issuing and paying agent ("Direct Paper") which is deposited and/or maintained in the Direct Paper System of the Custodian (the "Direct Paper System") pursuant to Section 2.11.

2.2 Delivery of Securities. The Custodian shall release and deliver domestic securities owned by a Fund held by the Custodian or in a U.S. Securities System account of the Custodian or in the Custodian's Direct Paper book entry system account ("Direct Paper System Account") only upon receipt of Proper Instructions from such Fund, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

1) Upon sale of such securities for the account of such Fund and receipt of payment therefor;

2) Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by such Fund;

3) In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.10 hereof;

4) To the depository agent in connection with tender or other similar offers for securities of such Fund;

5) To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;

6) To the issuer thereof, or its agent, for transfer into the name of such Fund or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to
Section 2.9 or into the name or nominee name of any sub-custodian appointed pursuant to Article 1; or for exchange for a different number of bonds, certificates or other evidence representing the same

aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian;

7) Upon the sale of such securities for the account of such Fund, to the broker or its clearing agent, against a receipt, for examination in accordance with "street delivery" custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian's own negligence or willful misconduct;

8) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

9) In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

10) For delivery in connection with any loans of securities made by such Fund, but only against receipt of adequate collateral as agreed upon from time to time by the Custodian and such Fund, which may be in the form of cash or obligations issued by the United States government, its agencies or instrumentalities, except that in connection with any loans for which collateral is to be credited to the Custodian's account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of securities owned by such Fund prior to the receipt of such collateral;

11) For delivery as security in connection with any borrowings by such Fund requiring a pledge of assets by such Fund, but only against receipt of amounts borrowed;

12) For delivery in accordance with the provisions of any agreement among such Fund, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the "Exchange Act") and a member of The National Association of Securities Dealers, Inc. ("NASD"), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by such Fund ;

13) For delivery in accordance with the provisions of any agreement among such Fund, the Custodian, and a Futures Commission Merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any Contract Market, or any similar organization or organizations, regarding account deposits in connection with transactions by such Fund;

14) Upon receipt of instructions from the transfer agent ("Transfer Agent") for such Fund, for delivery to such Transfer Agent or to the holders of shares in connection with distributions in kind, as may be described from time to time in the currently effective prospectus and statement of additional information of such Fund ("Prospectus"), in satisfaction of requests by holders of Shares for repurchase or redemption; and

15) For any other proper corporate purpose, but only upon receipt of, in addition to Proper Instructions from such Fund, a certified copy of a resolution of the Board or of the Executive Committee of such Fund signed by an officer of such Fund and certified by the Secretary or an Assistant Secretary, specifying the securities of such Fund to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper corporate purpose, and naming the person or persons to whom delivery of such securities shall be made.

2.3 Registration of Securities. Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of each Fund or in the name of any nominee of each Fund or of any nominee of the Custodian which nominee shall be assigned exclusively to each Fund, unless a Fund has authorized in writing the appointment of a nominee to be used in common with other registered investment companies having the same investment adviser as such Fund, or in the name or nominee name of any agent appointed pursuant to Section 2.9 or in the name or nominee name of any sub-custodian appointed pursuant to Article 1. All securities accepted by the Custodian under the terms of this Contract shall be in "street name" or other good delivery form. If, however, a Fund directs the Custodian to maintain securities in "street name", the Custodian shall utilize commercially reasonable means to timely collect income due such Fund on such securities and to timely notify each Fund of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

2.4 Bank Accounts. The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of each Fund , subject only to draft or order by the Custodian acting pursuant to the terms of this Contract, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of such Fund, other than cash maintained by such Fund in a bank account established and used

in accordance with Rule 17f-3 under the Investment Company Act of 1940. Funds held by the Custodian for each Fund may be deposited by it to its credit as Custodian in the Banking Department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the Investment Company Act of 1940 and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Fund be approved by vote of a majority of the Board of such Fund. Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.

2.5 Availability of Federal Funds. Upon mutual agreement between a Fund and the Custodian, the Custodian shall, upon the receipt of Proper Instructions from such Fund, make federal funds available to such Fund as of specified times agreed upon from time to time by such Fund and the Custodian in the amount of checks received in payment for Shares of such Fund which are deposited into such Fund's account.

2.6 Collection of Income. Subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to Securities held hereunder to which each Fund shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent thereof and shall credit such income, as collected, to such Fund's custodian account. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. Unless otherwise agreed to by the parties, income due each Fund on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide each Fund with such information or data as may be necessary to assist each Fund in arranging for the timely delivery to the Custodian of the income to which each Fund is properly entitled.

2.7 Payment of Fund Moneys. Upon receipt of Proper Instructions from a Fund, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out moneys of each Fund in the following cases only:

1) Upon the purchase of Securities, options, futures contracts or options on futures contracts for the account of such Fund but only (a) against the delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the Investment

Company Act of 1940, as amended, to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of such Fund or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.10 hereof;
(c) in the case of a purchase involving the Direct Paper System, in accordance with the conditions set forth in Section 2.11; (d) in the case of repurchase agreements entered into between such Fund and the Custodian, or another bank, or a broker-dealer which is a member of NASD, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodian's account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by such Fund of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from such Fund or (e) for transfer to a time deposit account of such Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from such Fund as defined in Article 5;

2) In connection with conversion, exchange or surrender of Securities owned by such Fund as set forth in Section 2.2 hereof;

3) For the redemption or repurchase of Shares issued by such Fund as set forth in Article 4 hereof;

4) For the payment of any expense or liability incurred by such Fund, including but not limited to the following payments for the account of such Fund: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of such Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses;

5) For the payment of any dividends on Shares of such Fund declared pursuant to the governing documents of such Fund;

6) For payment of the amount of dividends received in respect of securities sold short;

7) For any other proper purpose, but only upon receipt of, in addition to Proper Instructions from such Fund, a certified copy of a resolution of the Board or of the Executive Committee of such Fund signed by an officer of such Fund and certified by its Secretary or an Assistant Secretary, specifying the amount of such payment, setting forth the purpose for which such payment is to be made, declaring such

purpose to be a proper purpose, and naming the person or persons to whom such payment is to be made.

2.8 Liability for Payment in Advance of Receipt of Securities Purchased. Except as specifically stated otherwise in this Contract, in any and every case where payment for purchase of Securities for the account of such Fund is made by the Custodian in advance of receipt of the securities purchased in the absence of specific Proper Instructions from such Fund to so pay in advance, the Custodian shall be absolutely liable to such Fund for such securities to the same extent as if the securities had been received by the Custodian.

2.9 Appointment of Agents. The Custodian may at any time or times, subject to the applicable Fund's prior approval, in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the Investment Company Act of 1940, as amended, to act as a custodian, as its agent to carry out such of the provisions of this Article 2 as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of its responsibilities or liabilities hereunder.

2.10 Deposit of Fund Assets in U.S. Securities Systems. The Custodian may deposit and/or maintain securities owned by a Fund in a clearing agency registered with the Securities and Exchange Commission under Section 17A of the Exchange Act, which acts as a securities depository, or in the book-entry system authorized by the U.S. Department of the Treasury and certain federal agencies, collectively referred to herein as "U.S. Securities System" in accordance with applicable Federal Reserve Board and Securities and Exchange Commission rules and regulations, if any, and subject to the following provisions:

1) The Custodian may keep securities of each Fund in a U.S. Securities System provided that such securities are represented in an account ("Account") of the Custodian in the U.S. Securities System which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers;

2) The records of the Custodian with respect to securities of each Fund which are maintained in a U.S. Securities System shall identify by book-entry those securities belonging to each Fund;

3) The Custodian shall pay for securities purchased for the account of each Fund upon (i) receipt of advice from the U.S. Securities System that such securities have been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of each Fund. The Custodian shall transfer securities sold for the account of each Fund upon (i) receipt

of advice from the U.S. Securities System that payment for such securities has been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of each Fund. Copies of all advices from the U.S. Securities System of transfers of securities for the account of each Fund shall identify each Fund, be maintained for each Fund by the Custodian and be provided to each Fund at its request. Upon request, the Custodian shall furnish each Fund confirmation of each transfer to or from the account of each Fund in the form of a written advice or notice and shall furnish to each Fund copies of daily transaction sheets reflecting each day's transactions in the U.S. Securities System for the account of each Fund.

4) The Custodian shall provide each Fund with any report obtained by the Custodian on the U.S. Securities System's accounting system, internal accounting control and procedures for safeguarding securities deposited in the U.S. Securities System;

5) The Custodian shall have received from each Fund the initial certificate required by Article 14 hereof;

6) Anything to the contrary in this Contract notwithstanding, the Custodian shall be liable to each Fund for the benefit of such Fund for any loss or damage to such Fund resulting from use of the U.S. Securities System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees or from failure of the Custodian or any such agent to enforce effectively such rights as it may have against the U.S. Securities System; at the election of the affected Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the U.S. Securities System or any other person which the Custodian may have as a consequence of any such loss or damage if and to the extent that such Fund has not been made whole for any such loss or damage.

2.11 Fund Assets Held in the Custodian's Direct Paper System. The Custodian may deposit and/or maintain securities owned by each Fund in the Direct Paper System of the Custodian subject to the following provisions:

1) No transaction relating to securities in the Direct Paper System will be effected in the absence of Proper Instructions from each Fund ;

2) The Custodian may keep securities of each Fund in the Direct Paper System only if such securities are represented in an account of the Custodian in the Direct Paper System which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers;

3) The records of the Custodian with respect to securities of each Fund which are maintained in the Direct Paper System shall identify by book-entry those securities belonging to each Fund;

4) The Custodian shall pay for securities purchased for the account of each Fund upon the making of an entry on the records of the Custodian to reflect such payment and transfer of securities to the account of each Fund. The Custodian shall transfer securities sold for the account of each Fund upon the making of an entry on the records of the Custodian to reflect such transfer and receipt of payment for the account of each Fund;

5) The Custodian shall furnish each Fund confirmation of each transfer to or from the account of each Fund, in the form of a written advice or notice, of Direct Paper on the next business day following such transfer and shall furnish to each Fund copies of daily transaction sheets reflecting each day's transactions in the Direct Paper System for the account of each Fund;

6) The Custodian shall provide each Fund with any report on its system of internal accounting control as each Fund may reasonably request from time to time.

2.12 Pledged Account. The Custodian shall upon receipt of Proper Instructions from a Fund establish and maintain a pledged account or accounts for and on behalf of such Fund, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Section 2.10 hereof, (i) in accordance with the provisions of any agreement among such Fund , the Custodian and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by such Fund, (ii) for purposes of segregating cash or government securities in connection with options purchased, sold or written by such Fund or commodity futures contracts or options thereon purchased or sold by such Fund, (iii) for the purposes of compliance by such Fund with the procedures required by Investment Company Act Release No. 10666, and subsequent release or releases of the Securities and Exchange Commission relating to the maintenance of segregated accounts by registered investment companies and
(iv) for other proper corporate purposes, but only, in the case of clause
(iv), upon receipt of, in addition to Proper Instructions from such Fund , a certified copy of a resolution of the Board or of the Executive Committee of such Fund signed by an

officer of such Fund and certified by the Secretary or an Assistant Secretary, setting forth the purpose or purposes of such segregated account.

2.13 Ownership Certificates for Tax Purposes. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to securities of each Fund held by it and in connection with transfers of securities.

2.14 Proxies. The Custodian shall, with respect to the securities held hereunder, cause to be promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of such Fund or a nominee of such Fund, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the applicable Fund such proxies, all proxy soliciting materials and all notices relating to such securities.

2.15 Communications Relating to Fund Securities. Subject to the provisions of
Section 2.3, the Custodian shall transmit promptly to each Fund all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by such Fund and the maturity of futures contracts purchased or sold by such Fund) received by the Custodian from issuers of the securities being held for such Fund. With respect to tender or exchange offers, the Custodian shall transmit promptly to each Fund all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If a Fund desires to take action with respect to any tender offer, exchange offer or any other similar transaction, such Fund shall notify the Custodian at least three business days prior to the date on which the Custodian is to take such action.

3.1 Appointment of Foreign Sub-Custodians. Each Fund hereby authorizes and instructs the Custodian to employ as sub-custodians for such Fund's securities and other assets maintained outside the United States the foreign banking institutions and foreign securities depositories designated on Schedule A hereto ("foreign sub-custodians"). Upon receipt of "Proper Instructions", as defined in Section 5 of this Contract, together with a certified resolution of such Fund's Board, the Custodian and such Fund may agree to amend Schedule A hereto from time to time to designate additional foreign banking institutions and foreign securities depositories to act as sub-custodian. Upon receipt of Proper Instructions, a Fund may instruct the Custodian to cease the employment of any one or more such sub-custodians for maintaining custody of such Fund's assets.

3.2 Assets to be Held. The Custodian shall limit the securities and other assets maintained in the custody of the foreign sub-custodians to: (a) "foreign securities", as defined in paragraph (c)(1) of Rule 17f-5 under the Investment Company Act of 1940, and (b) cash and cash equivalents in such amounts as the Custodian or each Fund may determine to be reasonably necessary to effect such Fund's foreign securities transactions. The Custodian shall identify on its books as belonging to each Fund, the foreign securities of each Fund held by each foreign sub-custodian.

3.3 Foreign Securities Systems. Except as may otherwise be agreed upon in writing by the Custodian and each Fund, assets of each Fund shall be maintained in a clearing agency which acts as a securities depository or in a book-entry system for the central handling of securities located outside of the United States (each a "Foreign Securities System") only through arrangements implemented by the foreign banking institutions serving as sub-custodians pursuant to the terms hereof (Foreign Securities Systems and U.S. Securities Systems are collectively referred to herein as the "Securities Systems"). Where possible, such arrangements shall include entry into agreements containing the provisions set forth in Section 3.6 hereof.

3.4 Holding Securities. The Custodian may hold securities and other non-cash property for all of its customers, including each Fund, with a foreign sub-custodian in a single account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to securities and other non-cash property of each Fund which are maintained in such account shall identify by book-entry those securities and other non-cash property belonging to each Fund and (ii) the Custodian shall require that securities and other non-cash property so held by the foreign sub-custodian be held separately from any assets of the foreign sub-custodian or of others.

3.5 Agreements with Foreign Banking Institutions. Each agreement with a foreign banking institution shall provide that: (a) the assets of each Fund will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the foreign banking institution or its creditors or agents, except a claim of payment for their safe custody or administration;
(b) beneficial ownership for the assets of each Fund will be freely transferable without the payment of money or value other than for custody or administration; (c) adequate records will be maintained identifying the assets as belonging to each Fund; (d) officers of or auditors employed by, or other representatives of the Custodian, including to the extent permitted under applicable law the independent public accountants for each Fund, will be given access to the books and records of the foreign banking institution relating to its actions under its agreement with the Custodian; and (e) assets of each Fund held by the foreign sub-custodian will be subject only to the instructions of the Custodian or its agents. Agreements with

foreign banking institutions shall contain those provisions required by subparagraph (c) of Section 17f-5 under the Investment Company Act of 1940.

3.6 Access of Independent Accountants of each Fund. Upon request of each Fund, the Custodian will use its best efforts to arrange for the independent accountants of each Fund to be afforded access to the books and records of any foreign banking institution employed as a foreign sub-custodian insofar as such books and records relate to the performance of such foreign banking institution under its agreement with the Custodian.

3.7 Reports by Custodian. The Custodian will supply to each Fund from time to time, as mutually agreed upon, statements in respect of the securities and other assets of each Fund held by foreign sub-custodians, including but not limited to an identification of entities having possession of such Fund's securities and other assets and advices or notifications of any transfers of securities to or from each custodial account maintained by a foreign banking institution for the Custodian on behalf of such Fund indicating, as to securities acquired for such Fund, the identity of the entity having physical possession of such securities.

3.8 Transactions in Foreign Custody Account. (a) Except as otherwise provided in paragraph (b) of this Section 3.8, the provisions of Sections 2.2 and 2.7 of this Contract shall apply, mutatis mutandis to the foreign securities of each Fund held outside the United States by foreign sub-custodians. (b) Notwithstanding any provision of this Contract to the contrary, settlement and payment for securities received for the account of each Fund and delivery of securities maintained for the account of each Fund may be effected in accordance with the customary established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such securities from such purchaser or dealer. (c) Securities maintained in the custody of a foreign sub-custodian may be maintained in the name of such entity's nominee to the same extent as set forth in Section 2.3 of this Contract, and each Fund agrees to hold any such nominee harmless from any liability as a holder of record of such securities.

3.9 Liability of Foreign Sub-Custodians. Each agreement pursuant to which the Custodian employs a foreign banking institution as a foreign sub-custodian shall require the institution to exercise reasonable care in the performance of its duties and to indemnify, and hold harmless, the Custodian and each Fund from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the institution's performance of such obligations. At the election of a Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a foreign banking institution as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that such Fund has not been made whole for any such loss, damage, cost, expense, liability or claim.

3.10 Liability of Custodian. The Custodian shall be liable for the acts or omissions of a foreign banking institution to the same extent as set forth with respect to sub-custodians generally in this Contract and, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank as contemplated by Section 3.13 hereof, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism or any loss where the sub-custodian has otherwise exercised reasonable care. Notwithstanding the foregoing provisions of this Section 3.10, in delegating custody duties to State Street London Ltd., the Custodian shall not be relieved of any responsibility to each Fund for any loss due to such delegation, except such loss as may result from (a) political risk (including, but not limited to, exchange control restrictions, confiscation, expropriation, nationalization, insurrection, civil strife or armed hostilities) or (b) other losses (excluding a bankruptcy or insolvency of State Street London Ltd. not caused by political risk) due to Acts of God, nuclear incident or other losses under circumstances where the Custodian and State Street London Ltd. have exercised reasonable care.

3.11 Reimbursement for Advances. If, pursuant to Proper Instructions, a Fund requires the Custodian to advance cash or securities for any purpose for the benefit of a Fund including the purchase or sale of foreign exchange or of contracts for foreign exchange, or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Contract, except such as may arise from events or circumstances for which the Custodian or a sub-custodian are liable pursuant to Sections 3.9 and 3.10 above, or from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Fund shall be security therefor and should such Fund fail to repay the Custodian promptly, the Custodian shall upon prior written notice be entitled to utilize available cash and to dispose of such Fund's assets to the extent necessary to obtain reimbursement.

3.12 Monitoring Responsibilities. The Custodian shall furnish annually to each Fund, during the month of June, information concerning the foreign sub-custodians employed by the Custodian and such other information needed to permit the Fund to comply with Section 17f-5 under the 1940 Act. Such information shall be similar in kind and scope to that furnished to each Fund in connection with the initial approval of this Contract. In addition, the Custodian will promptly inform each Fund in the event that the Custodian learns of a material adverse change in the financial condition of a foreign sub-custodian or any material loss of the assets of each Fund or in the case of any foreign sub-custodian not the subject of an exemptive order from the Securities and Exchange Commission is notified by such foreign sub-custodian that there appears to be a substantial likelihood that its shareholders' equity

will decline below $200 million (U.S. dollars or the equivalent thereof) or that its shareholders' equity has declined below $200 million (in each case computed in accordance with generally accepted U.S. accounting principles).

3.13 Branches of U.S. Banks. (a) Except as otherwise set forth in this Contract, the provisions hereof shall not apply where the custody of a Fund's assets are maintained in a foreign branch of a banking institution which is a "bank" as defined by Section 2(a)(5) of the Investment Company Act of 1940 meeting the qualification set forth in Section 26(a) of said Act. The appointment of any such branch as a sub-custodian shall be governed by Article 1 of this Contract. (b) Cash held for each Fund in the United Kingdom shall be maintained in an interest bearing account established for each Fund with the Custodian's London branch, which account shall be subject to the direction of the Custodian, State Street London Ltd. or both.

3.14 Tax Law. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on any Fund or the Custodian as custodian of such Fund by the tax law of the United States of America or any state or political subdivision thereof. It shall be the responsibility of each Fund to notify the Custodian of the obligations imposed on each Fund or the Custodian as custodian of each Fund by the tax law of jurisdictions other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist each Fund with respect to any claim for exemption or refund under the tax law of jurisdictions for which each Fund has provided such information.

The Custodian shall receive from the distributor for the Shares or from the Transfer Agent of each Fund and deposit into the account of each Fund such payments as are received for Shares of each Fund issued or sold from time to time by each Fund. The Custodian will provide timely notification to each Fund and the Transfer Agent of any receipt by it of payments for Shares of such Fund.

From such funds as may be available for the purpose but subject to the limitations of each Fund's governing documents and any applicable votes of the Board of each Fund pursuant thereto, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares of each Fund, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares of each Fund, the Custodian shall honor checks drawn on the

Custodian by a holder of Shares, which checks have been furnished by such Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between each Fund and the Custodian.

Proper Instructions as used throughout this Contract means a writing signed or initialed by one or more person or persons as the Board of each Fund shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved, including a specific statement of the purpose for which such action is requested. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. Each Fund shall cause all oral instructions to be confirmed in writing. Upon receipt of a certificate of the Secretary or an Assistant Secretary as to the authorization by the Board of each Fund accompanied by a detailed description of procedures approved by the Board, Proper Instructions may include communications effected directly between electro-mechanical or electronic devices provided that the Board and the Custodian are satisfied that such procedures afford adequate safeguards for such Fund's assets. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any three-party agreement which requires a segregated asset account in accordance with Section 2.12.

The Custodian may in its discretion, without express authority from each Fund:

1) make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Contract, provided that all such payments shall be accounted for to the applicable Fund;

1) surrender securities in temporary form for securities in definitive form;

2) endorse for collection, in the name of each Fund, checks, drafts and other negotiable instruments; and

3) in general, attend to all ministerial details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of each Fund except as otherwise directed by the Board of each Fund.

The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper reasonably believed by it to be genuine and to have been properly executed by or on behalf of each Fund. The Custodian may receive and accept a certified copy of a vote of the Board of each Fund as conclusive evidence (a) of the authority of any person to act in accordance with such vote or (b) of any determination or of any action by the Board pursuant to the governing documents of each Fund as described in such vote, and such vote may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.

The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Board of each Fund to keep the books of account of each Fund and/or compute the net asset value per share of the outstanding shares of each Fund or, if directed in writing to do so by each Fund , shall itself keep such books of account and/or compute such net asset value per share. If so directed, the Custodian shall also calculate daily the net income of each Fund as described in each Fund's currently effective Prospectus and shall advise each Fund and the Transfer Agent daily of the total amounts of such net income and, if instructed in writing by an officer of each Fund to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components. The calculations of the net asset value per share and the daily income of each Fund shall be made at the time or times described from time to time in each Fund's currently effective Prospectus.

The Custodian shall with respect to each Fund create and maintain all records relating to its activities and obligations under this Contract in such manner as will meet the obligations of each Fund under the Investment Company Act of 1940, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of each Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the applicable Fund and employees and agents of the Securities and Exchange Commission. The Custodian shall, at the request of any Fund, supply such Fund with a tabulation of securities owned by such Fund and held by the Custodian and shall, when requested to do so by a Fund and for such compensation as shall be agreed upon between such Fund and the Custodian, include certificate numbers in such tabulations.

The Custodian shall take all reasonable action, as each Fund may from time to time request, to obtain from year to year favorable opinions from each Fund's independent accountants with respect to its activities hereunder in connection with the preparation of each Fund's Form N-1A,

and Form N-SAR or other annual reports to the Securities and Exchange Commission and with respect to any other requirements of such Commission.

The Custodian shall provide each Fund, at such times as each Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a Securities System, relating to the services provided by the Custodian under this Contract; such reports, shall be of sufficient scope and in sufficient detail, as may reasonably be required by each Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.

The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, determine in accordance with the fee schedule attached hereto as Schedule B, as amended from time to time as agreed by each Fund and the Custodian.

So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Contract and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Contract, but shall be kept indemnified by and shall be without liability to any Fund for any action taken or omitted by it in good faith without negligence. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for a Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice.

Except as may arise from the Custodian's own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to any Fund for any loss, liability, claim or expense resulting from or caused by; (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities

System or any agent or nominee of any of the foregoing, including, without limitation, nationalization or expropriation, imposition of currency controls or restrictions, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, acts of war or terrorism, riots, revolutions, work stoppages, natural disasters or other similar events or acts provided Custodian has maintained an adequate disaster recovery plan; (ii) errors by a Fund or its investment advisor in their instructions to the Custodian provided such instructions have been in accordance with this Contract; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian's sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation, or other body in charge or registering or transferring securities in the name of the Custodian, a Fund, the Custodian's sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.

Except as expressly provided in Section 3.9, the Custodian shall be liable for the acts or omissions of a foreign banking institution appointed pursuant to the provisions of Article 3 to the same extent as set forth in Article 1 hereof with respect to sub-custodians located in the United States.

If a Fund requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to a Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

If a Fund requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlements) or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Contract, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of such Fund shall be security therefor and should such Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Fund's assets to the extent necessary to obtain reimbursement.

In no event shall the Custodian be liable for indirect, special or consequential damages.

This Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that the Custodian shall not with respect to each Fund act under Section 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of each Fund has approved the initial use of a particular Securities System by each Fund, as required by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not with respect to a Fund act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board has approved the initial use of the Direct Paper System by each Fund; provided further, however, that a Fund shall not amend or terminate this Contract in contravention of any applicable federal or state regulations, or any provision of its governing documents, and further provided, that a Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.

Upon termination of the Contract, each Fund shall pay to the Custodian such compensation as may be due as of the date of such termination as provided herein.

If a successor custodian for a Fund shall be appointed by the Board of such Fund, the Custodian shall, upon termination, and upon receipt of a certified copy of such vote, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of such Fund then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of such Fund held in a Securities System.

If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board of the applicable Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such vote.

In the event that no written order designating a successor custodian or certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such

termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the Investment Company Act of 1940, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of such Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Contract on behalf of such Fund and to transfer to an account of such successor custodian all of the securities of such Fund held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract.

In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of a Fund to procure the certified copy of the vote referred to above or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

In connection with the operation of this Contract, the Custodian and each Fund, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Contract as may in their joint opinion be consistent with the general tenor of this Contract. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the governing documents of any Fund. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Contract.

In the event that any mutual funds in addition to the Funds are hereafter established which desire to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such fund shall become a Fund hereunder, subject to the delivery by the new Fund of resolutions authorizing the appointment of the Custodian and such other supporting or related documentation as the Custodian may request. All references to the "Fund" are to each of the Funds listed on Appendix 1 individually, as if this Contract were between each such individual Fund and the Custodian.

This Contract shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.

This Contract supersedes and terminates, as of the date hereof, all prior contracts between each of the Funds and the Custodian relating to the custody of such Fund's assets.

Securities and Exchange Commission Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs each Fund to indicate whether such Fund authorizes the Custodian to provide such Fund's name, address, and share position to requesting companies whose stock each Fund owns. If a Fund tells the Custodian "no", the Custodian will not provide this information to requesting companies. If a Fund tells the Custodian "yes" or do not check either "yes" or "no" below, the Custodian is required by the rule to treat such Fund as consenting to disclosure of this information for all securities owned by such Fund or any funds or accounts established by each Fund. For each Fund's protection, the Rule prohibits the requesting company from using such Fund's name and address for any purpose other than corporate communications. Please indicate below whether each Fund consents or objects by checking one of the alternatives below.

YES [ ] The Custodian is authorized to release the name, address, and share positions of each Fund listed on Appendix 1.

NO [X] The Custodian is not authorized to release the name, address, and share positions of each Fund listed on Appendix 1.

The execution of this Contract has been authorized by each Fund's Board. This Contract is executed on behalf of each Fund or, in the case of a Fund organized as a business trust, the trustees of such Fund as trustees and not individually and the obligations of each Fund under this Contract are not binding upon any of such Fund's trustees, officers or shareholders individually but are binding only upon the assets and property of such Fund. A Certificate of Trust in respect of each Fund organized as a business trust is on file with the Secretary of the Commonwealth of Massachusetts.

IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of the 1st day of May, 1997.

EACH OF THE FUNDS LISTED ON APPENDIX 1

By:  /s/ Michael E. Haylon
    --------------------------
     Michael E. Haylon
     Executive Vice President

STATE STREET BANK AND TRUST COMPANY

By:  /s/ Ronald E. Logue
    --------------------------
     Ronald E. Logue
     Executive Vice President

APPENDIX 1
Fund Names
(as of May 1, 1997)

Phoenix California Tax Exempt Bonds, Inc.

The Phoenix Edge Series Fund
Real Estate Securities Series

Phoenix Income and Growth Fund

Phoenix Multi-Portfolio Fund
Phoenix Diversified Income Portfolio Phoenix Emerging Markets Bond Portfolio Phoenix Endowment Equity Portfolio Phoenix Real Estate Securities Portfolio Phoenix Mid Cap Portfolio
Phoenix Tax-Exempt Bond Portfolio

Phoenix Multi-Sector Fixed Income Fund, Inc.

Phoenix Multi-Sector Short Term Bond Fund

Phoenix Series Fund
Phoenix Aggressive Growth Fund Series Phoenix Balanced Fund Series
Phoenix Convertible Fund Series Phoenix Growth Fund Series
Phoenix High Yield Fund Series
Phoenix Money Market Series
Phoenix U.S. Government Securities Fund Series

Phoenix Strategic Allocation Fund, Inc.

Phoenix Strategic Equity Series Fund
Phoenix Equity Opportunities Fund Phoenix Micro Cap Fund
Phoenix Small Cap Fund
Phoenix Strategic Theme Fund

Phoenix Duff & Phelps Institutional Mutual Funds Enhanced Reserves Portfolio
Real Estate Equity Securities Portfolio

The following foreign banking institutions and foreign securities depositories have been approved by the Board of each Fund for use as sub-custodians for the Fund's securities and other assets:

(Insert banks and securities depositories)

Certified:

Exhibit g.3

AMENDMENT TO MASTER CUSTODIAN AGREEMENT 2-10-2000

AMENDMENT TO MASTER CUSTODIAN CONTRACT

Amendment dated February 10, 2000, to the custody contract, dated May 1, 1997, as amended, by and between State Street Bank and Trust Company (the "Custodian") and EACH OF THE PARTIES LISTED ON APPENDIX 1, on behalf of each of its Portfolios, (each a "Fund") (the "Custodian Contract").

In consideration of the promises and covenants contained herein, the Custodian and the Fund hereby agree to amend and replace Section 5 of the Custodian Contract as follows:

Proper Instructions as used throughout this Contract means a writing signed or initialed by one or more person or persons as the Board of Trustees shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved, including a specific statement of the purpose for which such action is requested. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. Each Fund shall cause all oral instructions to be confirmed in writing. PROPER INSTRUCTIONS MAY INCLUDE COMMUNICATIONS EFFECTED DIRECTLY BETWEEN ELECTRO-MECHANICAL OR ELECTRONIC DEVICES; PROVIDED THAT THE FUND HAS FOLLOWED ANY SECURITY PROCEDURES AGREED TO FROM TIME TO TIME BY FUND AND THE CUSTODIAN, INCLUDING, BUT NOT LIMITED TO, THE SECURITY PROCEDURES SELECTED BY THE FUND IN THE FUNDS TRANSFER AGREEMENT. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any MULTI-PARTY agreement which requires a segregated asset account in accordance with Section 2.12.

IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and on its behalf by its duly authorized representative as of the 10th day of February, 2000.

EACH OF THE FUNDS LISTED ON APPENDIX 1

By:  /s/ Nancy G. Curtiss
     ------------------------------

Its: Treasurer
     ------------------------------

STATE STREET BANK AND TRUST COMPANY

By:  /s/ Ronald E. Logue
     ------------------------------

Its: Vice Chairman
     ------------------------------

Exhibit g.4

AMENDMENT TO MASTER CUSTODIAN AGREEMENT 7-02-2001

AMENDMENT TO MASTER CUSTODIAN CONTRACT

This Amendment to the Master Custodian Contract is made effective as of July 2, 2001 by and between each party listed on Appendix 1 affixed to the Master Custodian Contract (as amended from time to time, the "Fund") and State Street Bank and Trust Company (the "Custodian" or "Foreign Custody Manager"). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Master Custodian Contract referred to below.

WHEREAS, the Fund and the Custodian entered into a Master Custodian Contract dated as of May 1, 1997 (as amended and in effect from time to time, the "Contract");

WHEREAS, the Fund is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets, and the Fund has made each such series subject to the Contract (each such series, together with all other series subsequently established by the Fund and made subject to the Contract in accordance with the terms thereof, shall be referred to as a "Portfolio", and, collectively, the "Portfolios"); and

WHEREAS, the Fund and the Custodian desire to amend certain provisions of the Contract to reflect revisions to Rule 17f-5 ("Rule 17f-5") and the adoption of Rule 17f-7 ("Rule 17f-7") promulgated under the Investment Company Act of 1940, as amended (the "1940 Act").

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree to amend the Contract, pursuant to the terms thereof, as follows:

I. Articles 3 through 21 of the Contract are hereby renumbered, as of the effective date of this Amendment, as Articles 4 through 22, respectively.

II. New Article 3 is hereby added, as of the effective date of this Amendment, as set forth below.

3. PROVISIONS RELATING TO RULES 17f-5 AND 17f-7

3.1. DEFINITIONS. Capitalized terms in this Amendment shall have the following meanings:

"Country Risk" means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country's political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of Rule 17f-5.

"Eligible Securities Depository" has the meaning set forth in section (b)(1) of Rule 17f-7.

"Foreign Assets" means any of the Portfolios' investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios' transactions in such investments.

"Foreign Custody Manager" has the meaning set forth in section (a)(3) of Rule 17f-5.

3.2. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.

3.2.1 DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. The Fund, by resolution adopted by its Board of Trustees or its Board of Directors, as applicable (the "Board"), hereby delegates to the Custodian, subject to Section
(b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of

the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.

3.2.2 COUNTRIES COVERED. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Contract, which list of countries may be amended from time to time by the Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with
Section 3.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by the Fund, on behalf of the Portfolios, of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by the Board on behalf of the Portfolios responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Amendment by the Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A in which the Custodian has previously placed or currently maintains Foreign Assets pursuant to the terms of the Contract. Following the receipt of Proper Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of the Portfolios to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn and the Custodian shall immediately cease to be the Foreign Custody Manager of the Portfolios with respect to that country.

The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Thirty days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to the country as to which the Custodian's acceptance of delegation is withdrawn.

3.2.3 SCOPE OF DELEGATED RESPONSIBILITIES:

(a) SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in relevant market, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).

(b) CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

(c) MONITORING. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the performance of the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.

3.2.4 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For purposes of this Section 3.2, the Board shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios, provided that this shall not affect the standard of care set forth in Section 3.2.6.

3.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.2 after the occurrence of the material change.

3.2.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A PORTFOLIO. In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of Foreign Assets of management investment companies registered under the 1940 Act would exercise.

3.2.7 REPRESENTATIONS WITH RESPECT TO RULE 17f-5. The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as defined in section
(a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Contract to the Custodian as the Foreign Custody Manager of the Portfolios.

3.2.8 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. The Board's delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.

3.3 ELIGIBLE SECURITIES DEPOSITORIES.

3.3.1 ANALYSIS AND MONITORING. The Custodian shall (a) provide the Fund (or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and promptly notify the Fund (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.

3.3.2 STANDARD OF CARE. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1.

III. Except as specifically superseded or modified herein, the terms and provisions of the Contract shall continue to apply with full force and effect. In the event of any conflict between the terms of the Contract prior to this Amendment and this Amendment, the terms of this Amendment shall prevail. If the Custodian is delegated the responsibilities of Foreign Custody Manager pursuant to the terms of Article 3 hereof, in the event of any conflict between the provisions of Articles 3 and 4, the provisions of Article 3 shall prevail.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and behalf by its duly authorized representative as of the date first above written.

WITNESSED BY: STATE STREET BANK and TRUST COMPANY

/s/Raelene S. LaPlante                  By:      /s/Joseph L. Hooley
--------------------------------                 -------------------------------
Raelene S. LaPlante                     Name:    Joseph L. Hooley
V.P. & Senior Counsel                   Title:   Executive Vice President

FUND SIGNATURE WITNESSED BY: EACH OF THE FUNDS LISTED ON APPENDIX 1:

/s/Pamela S. Sinofsky                   By:      /s/Nancy J. Curtiss
--------------------------------                 -------------------------------
Pamela S. Sinofsky                      Name:    Nancy J. Curtiss
Assistant Secretary                     Title:   Treasurer

Exhibit g.5

AMENDMENT TO MASTER CUSTODIAN AGREEMENT 5-10-2002

AMENDMENT TO MASTER CUSTODIAN CONTRACT

This Amendment to the Master Custodian Contract is made effective as of May 10, 2002 by and between each party listed on Appendix 1 affixed to the Master Custodian Contract (as amended from time to time, the "Fund") and State Street Bank and Trust Company (the "Custodian" or "Foreign Custody Manager"). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Master Custodian Contract referred to below.

WHEREAS, the Fund and the Custodian entered into a Master Custodian Contract dated as of May 1, 1997 (as amended and in effect from time to time, the "Contract");

WHEREAS, the Fund is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets, and the Fund has made each such series subject to the Contract (each such series, together with all other series subsequently established by the Fund and made subject to the Contract in accordance with the terms thereof, shall be referred to as a "Portfolio", and, collectively, the "Portfolios"); and

WHEREAS, the Fund and the Custodian desire to amend and restate certain provisions of the Contract relating to the custody of assets of each of the Portfolios held outside of the United States.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree to amend the Contract, pursuant to the terms thereof, as follows:

I. Articles 4 through 21 of the Contract are hereby renumbered, as of the effective date of this Amendment, as Articles 5 through 22, respectively.

II. New Article 4 of the Contract is hereby added, as of the effective date of this Amendment, as set forth below.

4. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS HELD OUTSIDE THE UNITED STATES.

4.1 DEFINITIONS. Capitalized terms in this Article 4 shall have the following meanings:

"Foreign Securities System" means an Eligible Securities Depository listed on Schedule B.

"Foreign Sub-Custodian" means a foreign banking institution serving as an Eligible Foreign Custodian.

4.2. HOLDING SECURITIES. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

4.3. FOREIGN SECURITIES SYSTEMS. Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

4.4. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.

4.4.1. DELIVERY OF FOREIGN ASSETS. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

(i) upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;

(ii) in connection with any repurchase agreement related to foreign securities;

(iii) to the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;

(iv) to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;

(v) to the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

(vi) to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub-Custodian's own negligence or willful misconduct;

(vii) for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;

(viii) in the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;

(ix) for delivery as security in connection with any borrowing by the Portfolios requiring a pledge of assets by the Portfolios;

(x) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(xi) in connection with the lending of foreign securities; and

(xii) for any other purpose, but only upon receipt of Proper Instructions specifying the foreign securities to be delivered and naming the person or persons to whom delivery of such securities shall be made.

4.4.2. PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:

(i) upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;

(ii) in connection with the conversion, exchange or surrender of foreign securities of the Portfolio;

(iii) for the payment of any expense or liability of the Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Contract, legal fees, accounting fees, and other operating expenses;

(iv) for the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;

(v) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(vi) for payment of part or all of the dividends received in respect of securities sold short;

(vii) in connection with the borrowing or lending of foreign securities; and

(viii) for any other purpose, but only upon receipt of Proper Instructions specifying the amount of such payment and naming the person or persons to whom such payment is to be made.

4.4.3. MARKET CONDITIONS. Notwithstanding any provision of this Contract to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer.

The Custodian shall provide to the Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in the Board being provided with substantively less information than had been previously provided hereunder.

4.5. REGISTRATION OF FOREIGN SECURITIES. The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities, in the absence of the nominee's negligence and willful misconduct. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Contract unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

4.6 BANK ACCOUNTS. The Custodian shall identify on its books as belonging to the Fund cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts.

4.7. COLLECTION OF INCOME. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such income, as collected, to the applicable Portfolio. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.

4.8 SHAREHOLDER RIGHTS. With respect to the foreign securities held pursuant to this Article 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

4.9. COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The Custodian shall transmit promptly to the Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. Absent negligence and willful misconduct on the part of the Custodian, the Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which the Custodian is to take action to exercise such right or power.

4.10. LIABILITY OF FOREIGN SUB-CUSTODIANS.

Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian's performance of such obligations. At the Fund's election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.

4.11. TAX LAW.

The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund, the Portfolios or the Custodian as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on the Fund with respect to the Portfolios or the Custodian as custodian of the Portfolios by the tax law of countries other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which the Fund has provided such information.

4.12. LIABILITY OF CUSTODIAN.

Except as may arise from the Custodian's own negligence or willful misconduct or the negligence or willful misconduct of a Sub-Custodian, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk.

The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in the Contract and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub-Custodian has otherwise acted with reasonable care.

III. Except as specifically superseded or modified herein, the terms and provisions of the Contract shall continue to apply with full force and effect. In the event of any conflict between the terms of the Contract prior to this Amendment and this Amendment, the terms of this Amendment shall prevail. If the Custodian is delegated the responsibilities of Foreign Custody Manager pursuant to the terms of Article 3, in the event of any conflict between the provisions of Articles 3 and 4 hereof, the provisions of Article 3 shall prevail.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and behalf by its duly authorized representative as of the date first above written.

WITNESSED BY: STATE STREET BANK and TRUST COMPANY

/s/Jean Carr                            By:      /s/Joseph L. Hooley
--------------------------------                 -------------------------------
Jean Carr                               Name:    Joseph L. Hooley
Counsel                                 Title:   Executive Vice President

FUND SIGNATURE WITNESSED BY: EACH OF THE FUNDS LISTED ON APPENDIX 1:

/s/Noreen M. O'Connell                  By:      /s/Richard J. Wirth
--------------------------------                 -------------------------------
Noreen M. O'Connell                     Name:    Richard J. Wirth
Paralegal IV                            Title:   Secretary

PUBLICATION/TYPE OF INFORMATION                                          BRIEF DESCRIPTION
-------------------------------                                          -----------------
(SCHEDULED FREQUENCY)

The Guide to Custody in World Markets         An overview of settlement and safekeeping procedures, custody practices
(hardcopy annually and regular                and foreign investor considerations for the markets in which State
website updates)                              Street offers custodial services.

Global Custody Network Review                 Information relating to Foreign Sub-Custodians in State Street's Global
(annually)                                    Custody Network.  The Review stands as an integral part of the
                                              materials that State Street provides to its U.S. mutual fund clients to
                                              assist them in complying with SEC Rule 17f-5. The Review also gives
                                              insight into State Street's market expansion and Foreign Sub-Custodian
                                              selection processes, as well as the procedures and controls used to
                                              monitor the financial condition and performance of our Foreign
                                              Sub-Custodian banks.

Securities Depository Review                  Custody risk analyses of the Foreign Securities Depositories presently
(annually)                                    operating in Network markets.  This publication is an integral part of
                                              the materials that State Street provides to its U.S. mutual fund
                                              clients to meet informational obligations created by SEC Rule 17f-7.

Global Legal Survey                           With respect to each market in which State Street offers custodial
(annually)                                    services, opinions relating to whether local law restricts (i) access
                                              of a fund's independent public accountants to books and records of a
                                              Foreign Sub-Custodian or Foreign Securities System, (ii) a fund's ability
                                              to recover in the event of bankruptcy or insolvency of a Foreign
                                              Sub-Custodian or Foreign Securities System, (iii) a fund's ability to
                                              recover in the event of a loss by a Foreign Sub-Custodian or Foreign
                                              Securities System, and (iv) the ability of a foreign investor to convert
                                              cash and cash equivalents to U.S. dollars

Subcustodian Agreements                       Copies of the contracts that State Street has entered into with each
(annually)                                    Foreign Sub-Custodian that maintains U.S. mutual fund assets in the
                                              markets in which State Street offers custodial services.

Global Market Bulletin                        Information on changing settlement and custody conditions in
(daily or as necessary)                       markets where State Street offers custodial services. Includes changes in
                                              market and tax regulations, depository developments, dematerialization
                                              information, as well as other market changes that may impact State
                                              Street's clients.

Foreign Custody Advisories                    For those markets where State Street offers custodial services that
(as necessary)                                exhibit special risks or infrastructures impacting custody, State
                                              Street issues market advisories to highlight those unique market factors
                                              which might impact our ability to offer recognized custody service
                                              levels.

Material Change Notices                       Informational letters and accompanying materials confirming State
(presently on a quarterly basis or as         Street's foreign custody arrangements, including a summary of material
otherwise necessary)                          changes with Foreign Sub-Custodians that have occurred during the
                                              previous quarter. The notices also identify any material changes in the
                                              custodial risks associated with maintaining assets with Foreign
                                              Securities Depositories.

EXHIBIT h.7

FOURTH AMENDMENT TO
AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT

FOURTH AMENDMENT TO
AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT

THIS AMENDMENT made effective as of the 21st day of October, 2004 amends that certain Amended and Restated Financial Agent Agreement dated November 19, 1997, as amended, by and among the following parties (the "Agreement") as herein below 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 the inclusion of two new series.

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 amended so as to include reference to (a) Phoenix Global Utilities Fund, a series of the Phoenix Investment Series Fund, formerly the Phoenix-Oakhurst Income & Growth Fund, and (b) Phoenix Mid-Cap Value Fund, a series of Phoenix Equity Trust. Attached hereto is a revised Schedule A--Schedule of Funds Subject to Amended and Restated Financial Agent Agreement, updated as of October 21, 2004, which Schedule shall supercede any current schedule of funds attached to the Agreement.

2. Except as herein above and herein before amended, all other terms and conditions set forth in the Agreement shall be and remain in full force and effect.

[signature page follows]

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

PHOENIX EQUITY SERIES FUND
PHOENIX EQUITY TRUST
PHOENIX-GOODWIN CALIFORNIA TAX EXEMPT BOND FUND
PHOENIX INVESTMENT TRUST 97
PHOENIX MULTI-PORTFOLIO FUND
PHOENIX MULTI-SERIES TRUST
PHOENIX INVESTMENT SERIES FUND
PHOENIX-OAKHURST STRATEGIC ALLOCATION FUND
PHOENIX PARTNER SELECT FUNDS
PHOENIX-SENECA FUNDS
PHOENIX SERIES FUND
PHOENIX STRATEGIC EQUITY SERIES FUND

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

PHOENIX EQUITY PLANNING CORPORATION

By:  /s/ Francis G. Waltman
   ----------------------------------------------
     Francis G. Waltman
     Vice President, Chief Administrative Officer

                                                       Class A     Class B     Class C      Class T     Class X     Class Y
                                                       -------     -------     -------      -------     -------     -------

Phoenix-Engemann Funds
   Phoenix-Engemann Balanced Return Fund                  X           X           X
   Phoenix-Engemann Focus Growth Fund                     X           X           X
   Phoenix-Engemann Nifty Fifty Fund                      X           X           X
   Phoenix-Engemann Small & Mid-Cap Growth Fund           X           X           X

Phoenix Equity Trust
   Phoenix-Aberdeen Worldwide Opportunities Fund          X           X           X
   Phoenix Mid-Cap Value Fund                             X                       X

Phoenix Equity Series Fund:
   Phoenix-Oakhurst Growth & Income Fund                  X           X           X

Phoenix-Goodwin California Tax-Exempt Bond Fund           X           X

Phoenix Institutional Mutual Funds
   Phoenix Institutional Bond Fund                                                                         X           X

Phoenix Investment Series Fund
   Phoenix-Oakhurst Income & Growth Fund                  X           X           X
   Phoenix Global Utilities Fund                          X                       X

Phoenix Investment Trust 97:
   Phoenix Small Cap Value Fund                           X           X           X
   Phoenix-Oakhurst Value Equity Fund                     X           X           X

Phoenix-Kayne Funds
   Phoenix-Kayne California Intermediate
      Tax-Free Bond Fund                                                                                   X
   Phoenix-Kayne Intermediate Total Return Bond Fund                                                       X
   Phoenix-Kayne International Fund                       X           X           X                        X
   Phoenix-Kayne Rising Dividends Fund                    X           X           X                        X
   Phoenix-Kayne Small-Mid Cap Fund                       X           X           X                        X

Phoenix Multi-Portfolio Fund:
   Phoenix-Aberdeen International Fund                    X           X           X
   Phoenix-Duff & Phelps Real Estate Securities Fund      X           X           X
   Phoenix-Goodwin Emerging Markets Bond Fund             X           X           X
   Phoenix-Goodwin Tax-Exempt Bond Fund                   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           X

                                                       Class A     Class B     Class C     Class T      Class X     Class Y
                                                       -------     -------     --------    -------      -------     -------
Phoenix-Oakhurst Strategic Allocation Fund                 X           X           X

Phoenix Partner Select Funds
   Wealth Builder Fund                                     X                       X
   Wealth Guardian Fund                                    X                       X

Phoenix Portfolios
   Phoenix Market Neutral Fund                             X           X           X

Phoenix Seneca Funds
   Phoenix-Seneca Bond Fund                                X           X           X                        X
   Phoenix-Seneca Mid-Cap "Edge" Fund                      X           X           X                        X
   Phoenix-Seneca Equity Income Fund                       X           X           X                        X

Phoenix Series Fund:
   Phoenix-Duff & Phelps Core Bond Fund                    X           X           X
   Phoenix-Engemann Aggressive Growth Fund                 X           X           X
   Phoenix-Engemann Capital Growth Fund                    X           X
   Phoenix-Goodwin High Yield Fund                         X           X           X
   Phoenix-Goodwin Money Market Fund                       X
   Phoenix-Oakhurst Balanced Fund                          X           X

Phoenix Strategic Equity Series Fund:
   Phoenix-Seneca Growth Fund                              X           X           X                        X
   Phoenix-Seneca Strategic Theme Fund                     X           X           X

EXHIBIT h.9

FIRST AMENDMENT TO THE
TRANSFER AGENCY AND SERVICE AGREEMENT

FIRST AMENDMENT TO THE
TRANSFER AGENCY AND SERVICE AGREEMENT

PHOENIX FUNDS

THIS FIRST AMENDMENT is made by and between the undersigned entities (hereinafter singularly referred to as a "Fund" and collectively referred to as the "Phoenix Funds" or "Funds"), and Phoenix Equity Planning Corporation (hereinafter referred to as the "Transfer Agent") and amends the Transfer Agency and Service Agreement dated as of June 1, 1994 (the "Agreement"), pursuant to which the Transfer Agent has agreed to provide certain transfer agent and related services to the Funds.

WHEREAS, The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001 (the "PATRIOT Act") was enacted and regulations have been promulgated thereunder that impose new anti-money laundering requirements on financial institutions, including mutual funds;

WHEREAS, The Phoenix Funds are committed to compliance with the PATRIOT Act, and implementing regulations thereunder and, the Funds have developed and implemented a written anti-money laundering program (the "Program"), which is designed to satisfy the requirements of the PATRIOT Act and implementing regulations applicable to mutual funds;

WHEREAS, The PATRIOT Act authorizes a mutual fund to delegate to a service provider, including its transfer agent, the implementation and operation of the Program;

WHEREAS, The parties mutually desire to amend the Agreement to delegate the implementation and operation of the Program to the Transfer Agent; and

WHEREAS, The parties further mutually desire to amend the Agreement to specify their respective roles and responsibilities with respect to Regulation S-P of the Securities Exchange Commission, the Sarbanes-Oxley Act of 2002, and Rule 38a-1 under the Investment Company Act of 1940, as amended;

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the parties do hereby agree to amend the Agreement as follows:

1. Article 1, Section 1.02 is hereby amended by changing the existing subsection (e) in Section 1.02 of the Agreement to subsection (f) and adding the following as subsection (e) thereto:

The Funds hereby delegate to the Transfer Agent the implementation, administration and operation of the Funds' anti-money laundering program, as such anti-money laundering program is adopted by the Funds and as amended from time to time (the "Program") provided that such Program and any amendments are promptly provided to the Transfer Agent. The Funds hereby further authorize the sub-delegation by the Transfer Agent of the implementation, administration and operation of certain aspects of the Funds'

Program to State Street Bank and/or its subdelegatee, Boston Financial Data Services, Inc. ("Boston Financial") pursuant to that certain Sub-Transfer Agency and Service Agreement dated June 1, 1994, provided that the Funds have been given written notice of the terms of such Program subdelegation. The Transfer Agent agrees to perform all of the duties delegated under this subsection (e) and to undertake any subdelegation thereof solely in accordance with terms hereof. The Transfer Agent further agrees that it will fully cooperate with the designated anti-money laundering compliance officer (the "AML Compliance Officer") of the Funds in the discharge of its delegated duties hereunder. The Transfer Agent agrees to provide to the Funds, their AML Compliance Officer, internal or external auditors, regulatory authorities or the duly appointed agents of any of the foregoing (collectively, the "Interested Parties") any and all necessary reports and information requested by the Funds or any of the Interested Parties, as the case may be, with respect to the Transfer Agent's performance of its delegated duties under the Program.

In connection with the performance by the Transfer Agent of the above-delegated duties, the Transfer Agent understands and acknowledges that the Funds remain responsible for assuring compliance with the PATRIOT Act and that the records the Transfer Agent maintains for the Funds relating to the Funds' Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate the compliance of the Funds with the PATRIOT Act. The Transfer Agent hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection, the Transfer Agent will use its best efforts to make available, during normal business hours, all required records and information for review by such examiners.

2. Article 8 is hereby amended by adding the following as Sections 8.06, 8.07, 8.08 and 8.09 thereto:

8.06 The Transfer Agent agrees to cooperate with the Funds and will facilitate the filing by the Funds and/or their respective officers and auditors of any and all certifications or attestations as required by the Sarbanes-Oxley Act of 2002, including, without limitation, furnishing such sub-certifications from relevant officers of the Transfer Agent with respect to the services and recordkeeping performed by the Transfer Agent under the Agreement as the Funds shall reasonably request from time to time.

8.07 Upon request, the Transfer Agent agrees to provide its written policies and procedures pursuant to Rule 38a-1 under the Investment Company Act of 1940, as amended to the Funds' chief compliance officer for review and the Funds' board of trustees' approval. The Transfer Agent further agrees to cooperate with the Funds in their review of such written policies and procedures, including without limitation furnishing such certifications and sub-certifications as the Funds shall reasonably request from time to time.

8.08 The Transfer Agent agrees that it shall promptly notify the Funds in the event that a "material compliance matter" (as such term is defined pursuant to Rule 38a-1 under the 1940 Act) arises with respect the services it provides under the Agreement.

8.09 The Transfer Agent shall not, directly or indirectly, disclose or use any nonpublic personal information regarding the consumers or customers of the Funds (as the terms "consumer" and "customer" are defined in Rule 3(g) and 3(i), respectively, of Regulation S-P of the Securities and Exchange Commission), other than to carry out the functions contemplated by this Agreement, and the Transfer Agent shall establish appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of any such nonpublic personal information.

3. Except as expressly amended hereby, all provisions of the Agreement remain in full force and effect and are unchanged in all other respects. All initial capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Agreement, as amended.

4. This Amendment shall become effective as of the execution date set forth below.

5. 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 one and the same instrument.

[signature page follows]

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 as of this 28th day of February, 2004.

PHOENIX FUNDS:

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 SERIES FUND
PHOENIX STRATEGIC EQUITY SERIES FUND

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

PHOENIX EQUITY PLANNING CORPORATION

By:    /s/ Nancy J. Engberg
   -----------------------------------
Name:  Nancy J. Engberg
Title: Vice President

EXHIBIT j.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated August 13, 2004, relating to the financial statements and financial highlights which appears in the June 30, 2004 Annual Report to Shareholders of the Phoenix Equity Trust (formerly the Phoenix-Aberdeen Worldwide Opportunities Fund), which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights" and "Independent Registered Public Accounting Firm" in such Registration Statement.

/s/PricewaterhouseCoopers LLP

Boston, Massachusetts
October 21, 2004

Exhibit n.1

2004 AMENDED AND RESTATED RULE 18F-3
MULTI-CLASS DISTRIBUTION PLAN

PHOENIX FUNDS
AND
PHOENIX PARTNERS FUNDS
(THE "FUNDS")

2004 AMENDED AND RESTATED
PLAN PURSUANT TO RULE 18F-3
UNDER THE
INVESTMENT COMPANY ACT OF 1940

Whereas, each of the open-end retail mutual funds currently in the Phoenix Funds Complex has had in place a series of versions of a Plan Pursuant to Rule 18f-3 under the Investment Company Act of 1940 ("Rule 18f-3 Plan");

Whereas, each version of such Rule 18f-3 Plans essentially differs only in the fund combinations to which it applies, the fund names used, the dates of adoption and amendment and the share classes described therein; and

Whereas, at this time the Board of Trustees of each of the Funds desires to consolidate all of the current plans into a single Rule 18f-3 Plan describing all provisions applicable to all classes of shares of all open-end retail mutual funds within the Phoenix Fund Complex, which plan will also reflect a number of new funds, share class openings and closings and name changes since the various versions of the Rule 18f-3 Plans were last amended;

Now, therefore, the following shall constitute the Rule 18f-3 Plan for each of the Funds listed in the attached Schedule A and shall be known as the "2004 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 effective date of the original Rule 18f-3 Plan applicable to each of the Funds, the Funds shall continue to 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 six classes of shares as indicated on Schedule A: Class A, Class B, Class C, Class T, Class X and Class Y. 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, each class of 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, Class T and Class Y for each Multi-Class Portfolio offered as indicated on Schedule A, containing substantially the following terms. The Funds have not adopted Distribution Plans pursuant to Rule 12b-1 for Class X shares; therefore Class X shares are not described in this subsection.

i. Class A shares of each Multi-Class Portfolio (except Phoenix-Goodwin Money Market Fund) 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. Phoenix Portfolios shall also pay the Distributor a fee consisting of a distribution fee at the rate of 0.05% per annum of the average daily net asset value of a Multi-Class Portfolio's Class A Shares for services and expenses incurred in connection with distribution and marketing of shares thereof, 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 (0.50% for Phoenix-Goodwin Multi-Sector Short Term Bond Fund) 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 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 (0.25% for Phoenix-Goodwin Multi-Sector Short Term Bond Fund) 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 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.

v. Class Y shares of each Multi-Class Portfolio shall reimburse Phoenix Equity Planning Corporation (the "Distributor") for costs and expenses incurred in connection with distribution and marketing of shares of the Fund (including shares of an affiliated fund of funds investing in such Multi-Class Portfolio), as provided in the Class Y Distribution Plan and any supplements thereto, subject to an annual limit of 0.25% of the average daily net assets of a Multi-Class Portfolio's Class Y shares.

The gross income, realized and unrealized capital gains and losses and expenses (other than Class Expenses, as defined below) of each Multi-Class Portfolio shall be allocated to each class on the basis of its net asset value relative to the net asset value of the Multi-Class Portfolio. Expenses to be so allocated include expenses of the Funds that are not attributable to a particular Multi-Class Portfolio or class of a Multi-Class Portfolio but are allocated to a Multi-Class Portfolio ("Fund Expenses") and expenses of a particular Multi-Class Portfolio that are not attributable to a particular class of that Multi-Class Portfolio ("Portfolio Expenses"). Fund Expenses include, but are not limited to, trustees' fees, insurance costs and certain legal fees. Portfolio Expenses include, but are not limited to, certain state registration fees, custodial fees, advisory fees and other expenses relating to the management of the Multi-Class Portfolio's assets.

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 (v) 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").

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").

The 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.

The 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.

The Distributor may waive or reimburse a Rule 12b- 1 Plan fee payment in whole or in part, provided that the fee is waived or reimbursed to all shares of the relevant class of the Multi-Class Portfolio in proportion to the relative average daily net asset values.

Shareholders of a Multi-Class Portfolio may exchange shares of a particular class for shares of the same class in any other affiliated Phoenix Fund, 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 affiliated Phoenix Fund 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 anyone 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 (seven years for Phoenix Portfolios) 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.

a. Approval of 2004 Amended and Restated Plan Pursuant to Rule 18f-3 under the Investment Company Act of 1940.

The Board of Trustees, including a majority of the Independent Trustees, at a meeting held in August 2004, approved the 2004 Amended and Restated Plan Pursuant to Rule 18f-3 under the Investment Company Act of 1940 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 2004 Amended and Restated Plan Pursuant to Rule 18f-3 under the Investment Company Act of 1940, 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.

                                 SCHEDULE A
                          (as of August 17, 2004)

                                                             Class A     Class B     Class C     Class T      Class X     Class Y
                                                             -------     -------     --------    -------      -------     -------
Phoenix Equity Trust
   Phoenix-Aberdeen Worldwide Opportunities Fund                X           X           X

Phoenix Equity Series Fund:
   Phoenix-Oakhurst Growth & Income Fund                        X           X           X

Phoenix-Goodwin California Tax-Exempt Bond Fund                 X           X

Phoenix Institutional Mutual Funds
   Phoenix Institutional Bond Fund                                                                               X           X

Phoenix Investment Trust 97:
   Phoenix Small Cap Value Fund                                 X           X           X
   Phoenix-Oakhurst Value Equity Fund                           X           X           X

Phoenix-Kayne Funds
   Phoenix-Kayne California Intermediate Tax-Free Bond Fund                                                      X
   Phoenix-Kayne Intermediate Total Return Bond Fund                                                             X
   Phoenix-Kayne International Fund                             X           X           X                        X
   Phoenix-Kayne Rising Dividends Fund                          X           X           X                        X
   Phoenix-Kayne Small-Mid Cap Fund                             X           X           X                        X

Phoenix Multi-Portfolio Fund:
   Phoenix-Aberdeen International Fund                          X           X           X
   Phoenix-Duff & Phelps Real Estate Securities Fund            X           X           X
   Phoenix-Goodwin Emerging Markets Bond Fund                   X           X           X
   Phoenix-Goodwin Tax-Exempt Bond Fund                         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            X

Phoenix-Oakhurst Income & Growth Fund                           X           X           X

Phoenix-Oakhurst Strategic Allocation Fund                      X           X           X

Phoenix Partner Select Funds
   Wealth Builder Fund                                          X                       X
   Wealth Guardian Fund                                         X                       X

Phoenix Portfolios
   Phoenix Market Neutral Fund                                  X           X           X

Phoenix Seneca Funds
   Phoenix-Seneca Bond Fund                                     X           X           X                        X
   Phoenix-Seneca Mid-Cap "Edge" Fund                           X           X           X                        X
   Phoenix-Seneca Equity Income Fund                            X           X           X                        X

                           SCHEDULE A (CONTINUED)
                          (as of August 17, 2004)

                                                             Class A     Class B     Class C     Class T      Class X     Class Y
                                                             -------     -------     --------    -------      -------     -------
Phoenix Series Fund:
   Phoenix-Duff & Phelps Core Bond Fund                         X           X           X
   Phoenix-Engemann Aggressive Growth Fund                      X           X           X
   Phoenix-Engemann Capital Growth Fund                         X           X
   Phoenix-Goodwin High Yield Fund                              X           X           X
   Phoenix-Goodwin Money Market Fund                            X
   Phoenix-Oakhurst Balanced Fund                               X           X

Phoenix Strategic Equity Series Fund:
   Phoenix-Seneca Growth Fund                                   X           X           X                        X
   Phoenix-Seneca Strategic Theme Fund                          X           X           X

Exhibit n.2

FIRST AMENDMENT TO THE 2004 AMENDED AND RESTATED RULE 18F-3
MULTI-CLASS DISTRIBUTION PLAN

PHOENIX FUNDS
And
PHOENIX PARTNERS FUNDS
(the "Funds")

FIRST AMENDMENT TO THE 2004
AMENDED AND RESTATED PLAN PURSUANT TO RULE 18f-3
under the
INVESTMENT COMPANY ACT OF 1940

That certain 2004 Amended and Restated Plan Pursuant to Rule 18f-3 under the Investment Company Act of 1940 duly adopted by the Board of Trustees of the Funds on August 17, 2004, is hereby amended as follows:

The Board of Trustees has granted authority for the addition of two new funds:

Phoenix Global Utilities Fund
Phoenix Mid-Cap Value Fund

Accordingly, Schedule A is amended as attached hereto.

This Amendment was approved by the Board of Trustees at a meeting held on August 17, 2004.

/s/ Matthew A. Swendiman
-------------------------
Matthew A. Swendiman
Assistant Secretary

                                                    SCHEDULE A
                                              (as of August 17, 2004)

                                                               Class A     Class B     Class C     Class T      Class X     Class Y
                                                               -------     -------     --------    -------      -------     -------
Phoenix Equity Trust
   Phoenix-Aberdeen Worldwide Opportunities Fund                   X           X           X
   Phoenix Mid-Cap Value Fund                                      X                       X

Phoenix Equity Series Fund:
   Phoenix-Oakhurst Growth & Income Fund                           X           X           X

Phoenix-Goodwin California Tax-Exempt Bond Fund                    X           X

Phoenix Institutional Mutual Funds
   Phoenix Institutional Bond Fund                                                                                  X           X

Phoenix Investment Trust 97:
   Phoenix Small Cap Value Fund                                    X           X           X
   Phoenix-Oakhurst Value Equity Fund                              X           X           X

Phoenix-Kayne Funds
   Phoenix-Kayne California Intermediate
      Tax-Free Bond Fund                                                                                            X
   Phoenix-Kayne Intermediate Total Return Bond Fund                                                                X
   Phoenix-Kayne International Fund                                X           X           X                        X
   Phoenix-Kayne Rising Dividends Fund                             X           X           X                        X
   Phoenix-Kayne Small-Mid Cap Fund                                X           X           X                        X

Phoenix Multi-Portfolio Fund:
   Phoenix-Aberdeen International Fund                             X           X           X
   Phoenix-Duff & Phelps Real Estate Securities Fund               X           X           X
   Phoenix-Goodwin Emerging Markets Bond Fund                      X           X           X
   Phoenix-Goodwin Tax-Exempt Bond Fund                            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             X

Phoenix-Oakhurst Income & Growth Fund
   Phoenix-Oakhurst Income & Growth Fund                           X           X           X
   Phoenix Global Utilities Fund                                   X                       X

Phoenix-Oakhurst Strategic Allocation Fund                         X           X           X

Phoenix Partner Select Funds
   Wealth Builder Fund                                             X                       X
   Wealth Guardian Fund                                            X                       X

Phoenix Portfolios
   Phoenix Market Neutral Fund                                     X           X           X

                                              SCHEDULE A (continued)
                                              (as of August 17, 2004)

                                                               Class A     Class B     Class C     Class T      Class X     Class Y
                                                               -------     -------     --------    -------      -------     -------
Phoenix Seneca Funds
   Phoenix-Seneca Bond Fund                                        X           X           X                        X
   Phoenix-Seneca Mid-Cap "Edge" Fund                              X           X           X                        X
   Phoenix-Seneca Equity Income Fund                               X           X           X                        X

Phoenix Series Fund:
   Phoenix-Duff & Phelps Core Bond Fund                            X           X           X
   Phoenix-Engemann Aggressive Growth Fund                         X           X           X
   Phoenix-Engemann Capital Growth Fund                            X           X
   Phoenix-Goodwin High Yield Fund                                 X           X           X
   Phoenix-Goodwin Money Market Fund                               X
   Phoenix-Oakhurst Balanced Fund                                  X           X

Phoenix Strategic Equity Series Fund:
   Phoenix-Seneca Growth Fund                                      X           X           X                        X
   Phoenix-Seneca Strategic Theme Fund                             X           X           X

EXHIBIT n.3

SECOND AMENDMENT TO THE 2004
AMENDED AND RESTATED PLAN PURSUANT TO RULE 18f-3
under the
INVESTMENT COMPANY ACT OF 1940

PHOENIX FUNDS
PHOENIX PARTNERS FUNDS
THE PHOENIX-ENGEMANN FUNDS
(the "Funds")

SECOND AMENDMENT TO THE 2004
AMENDED AND RESTATED PLAN PURSUANT TO RULE 18f-3
under the
INVESTMENT COMPANY ACT OF 1940

That certain 2004 Amended and Restated Plan Pursuant to Rule 18f-3 under the Investment Company Act of 1940 duly adopted by the Boards of Trustees of the Phoenix Funds and Phoenix Partners Funds on August 17, 2004, is hereby amended as follows:

The Boards of Trustees of each of the Funds has granted authority for the addition of The Phoenix-Engemann Funds:

Phoenix-Engemann Balanced Return Fund Phoenix-Engemann Focus Growth Fund Phoenix-Engemann Nifty Fifty Fund Phoenix-Engemann Small & Mid Cap Growth Fund

Accordingly, Schedule A is amended as attached hereto.

This Amendment was approved by the Board of Trustees of The Phoenix Engemann Funds at a meeting held on September 14, 2004

This Amendment was approved by the Executive Committee of the Board of Trustees of the Phoenix Funds and the Board of Trustees of the Phoenix Partners Funds at a meeting held on September 20, 2004.

/s/ Matthew A. Swendiman
----------------------------
Matthew A. Swendiman
Vice President, Chief Legal Officer,
    Counsel and Secretary,
Phoenix Funds and Phoenix Partners Funds
Vice President and General Counsel,
The Phoenix-Engemann Funds

                                                             Class A     Class B     Class C      Class T     Class X     Class Y
                                                             -------     -------     -------      -------     -------     -------

Phoenix-Engemann Funds
   Phoenix-Engemann Balanced Return Fund                        X           X           X
   Phoenix-Engemann Focus Growth Fund                           X           X           X
   Phoenix-Engemann Nifty Fifty Fund                            X           X           X
   Phoenix-Engemann Small & Mid-Cap Growth Fund                 X           X           X

Phoenix Equity Trust
   Phoenix-Aberdeen Worldwide Opportunities Fund                X           X           X
   Phoenix Mid-Cap Value Fund                                   X                       X

Phoenix Equity Series Fund:
   Phoenix-Oakhurst Growth & Income Fund                        X           X           X

Phoenix-Goodwin California Tax-Exempt Bond Fund                 X           X

Phoenix Institutional Mutual Funds
   Phoenix Institutional Bond Fund                                                                               X           X

Phoenix Investment Trust 97:
   Phoenix Small Cap Value Fund                                 X           X           X
   Phoenix-Oakhurst Value Equity Fund                           X           X           X

Phoenix-Kayne Funds
   Phoenix-Kayne California Intermediate Tax-Free Bond Fund                                                      X
   Phoenix-Kayne Intermediate Total Return Bond Fund                                                             X
   Phoenix-Kayne International Fund                             X           X           X                        X
   Phoenix-Kayne Rising Dividends Fund                          X           X           X                        X
   Phoenix-Kayne Small-Mid Cap Fund                             X           X           X                        X

Phoenix Multi-Portfolio Fund:
   Phoenix-Aberdeen International Fund                          X           X           X
   Phoenix-Duff & Phelps Real Estate Securities Fund            X           X           X
   Phoenix-Goodwin Emerging Markets Bond Fund                   X           X           X
   Phoenix-Goodwin Tax-Exempt Bond Fund                         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           X

Phoenix-Oakhurst Income & Growth Fund
   Phoenix-Oakhurst Income & Growth Fund                        X           X           X
   Phoenix Global Utilities Fund                                X                       X

                                                             Class A     Class B     Class C      Class T     Class X     Class Y
                                                             -------     -------     -------      -------     -------     -------

Phoenix-Oakhurst Strategic Allocation Fund                      X           X           X

Phoenix Partner Select Funds
   Wealth Builder Fund                                          X                       X
   Wealth Guardian Fund                                         X                       X

Phoenix Portfolios
   Phoenix Market Neutral Fund                                  X           X           X

Phoenix Seneca Funds
   Phoenix-Seneca Bond Fund                                     X           X           X                        X
   Phoenix-Seneca Mid-Cap "Edge" Fund                           X           X           X                        X
   Phoenix-Seneca Equity Income Fund                            X           X           X                        X

Phoenix Series Fund:
   Phoenix-Duff & Phelps Core Bond Fund                         X           X           X
   Phoenix-Engemann Aggressive Growth Fund                      X           X           X
   Phoenix-Engemann Capital Growth Fund                         X           X
   Phoenix-Goodwin High Yield Fund                              X           X           X
   Phoenix-Goodwin Money Market Fund                            X
   Phoenix-Oakhurst Balanced Fund                               X           X

Phoenix Strategic Equity Series Fund:
   Phoenix-Seneca Growth Fund                                   X           X           X                        X
   Phoenix-Seneca Strategic Theme Fund                          X           X           X

Exhibit p.1

CODE OF ETHICS PURSUANT TO RULE 17j-1 OF THE 1940 ACT

CODE OF ETHICS
PURSUANT TO RULE 17j-1
OF THE 1940 ACT

This Code of Ethics applies to all Access Persons of each Phoenix advisory and broker-dealer subsidiary in their management and administration of the Funds(1). Phoenix Investment Counsel, Inc., Duff & Phelps Investment Management Co., Engemann Asset Management, Phoenix Variable Advisors, Inc., Seneca Capital Management, LLC, Phoenix/Zweig Advisers LLC (collectively, "Adviser"), Phoenix Equity Planning Corporation and PXP Securities Corporation are related subsidiaries, which currently provide services to the Funds. Access Person of the investment advisers and subadvisers to the Funds that are not affiliated with Phoenix are governed by separate codes. To the extent necessary, each subsidiary may impose further limitations of personal trading subject to notifying the Chief Legal Officer and the Chief Compliance Officer of the applicable Fund.

NOTWITHSTANDING THE ABOVE, THE PROHIBITIONS IN SECTION 2 BELOW ARE IMPOSED BY RULE 17J-1, AND APPLY TO ALL AFFILIATED PERSONS OF THE FUND AND ITS INVESTMENT ADVISERS AND SUBADVISERS, WHETHER OR NOT THEY ARE GOVERNED BY THIS CODE OF ETHICS.

Each Adviser holds its employees to a high standard of integrity and business practices. In serving their respective shareholders and clients, each Adviser strives to avoid conflicts of interest or the appearance of conflicts of interest in connection with the personal trading activities of its employees and the Fund's securities transactions.

While affirming their confidence in the integrity and good faith of all of their employees, officers, trustees, and directors, each Adviser recognizes that the knowledge of present or future portfolio transactions or the power to influence portfolio transactions, if held by such individuals, could place them in a position where their personal interests might conflict with the interests of the Fund, if they were to trade in securities eligible for investment by the Fund.

In view of the foregoing and of the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), each Adviser has determined to adopt this Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict) and to establish reporting requirements and enforcement procedures.

When Access Persons covered by the terms of this Code of Ethics engage in personal securities transactions, they must adhere to the following general principles as well as to the Code's specific provisions:

(a) At all times, the interests of Fund shareholders must be paramount;

(b) Personal transactions must be conducted consistent with this Code of Ethics in a manner that avoids any actual or potential conflict of interest; and

(c) No inappropriate advantage should be taken of any position of trust and responsibility.

It is unlawful for any Affiliated person of any Fund or any of its Advisers, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by any Fund:

(a) to employ any device, scheme or artifice to defraud any Fund;

(b) to make any untrue statement of a material fact to any Fund or omit to state a material fact necessary in order to make the statements made to any Fund, in light of the circumstances under which they are made, not misleading;

(c) to engage in any act, practice or course of business that operates or would operate as a fraud or deceit on any Fund; or

(d) to engage in any manipulative practice with respect to any Fund.

(a) "Access Person" means any (i) director, trustee, officer, or general partner of the Fund or an Adviser; (ii) any temporary or permanent employee of the Fund or an Adviser (or of any company in a control relationship to the Fund or an Adviser), who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by the Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (iii) any natural person in a control relationship to the Fund or an Adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.

The Compliance Officer of each Fund shall maintain a list of the Fund's Access Persons.

(b) "Affiliated person" has the same meaning as in Section 2(a)(3) of the 1940 Act.

(c) "Beneficial ownership" shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) in determining whether a person is the beneficial owner of a security for purposes of
Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations thereunder. Generally, beneficial ownership means having or sharing, directly or indirectly through any contract, arrangement, understanding, relationship, or otherwise, a direct or indirect "pecuniary interest" in the security. For the purposes hereof,

(i) "Pecuniary interest" means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security.

(ii) "Indirect pecuniary interest" includes, but is not limited to: (a) securities held by members of the person's "immediate family" (this means any child, child-in-law, stepchild, grandchild, parent, parent-in-law, stepparent, grandparent, spouse, sibling, or sibling-in-law and includes adoptive relationships) sharing the same household (which ownership interest may be rebutted); (b) a general partner's proportionate interest in portfolio securities held by a general or limited partnership;
(c) a person's right to dividends that is separated or separable from the underlying securities (otherwise, a right to dividends alone will not constitute a pecuniary interest in securities); (d) a person's interest in securities held by a trust; (e) a person's right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; and (f) a performance-related fee, other than an asset based fee, received by any broker, dealer, bank, insurance company, investment company, investment manager, trustee, or person or entity performing a similar function, with certain exceptions (see Rule 16a-1(a)(2)).

(d) "Compliance officer" refers to a Fund's Compliance Officer or any person designated by each Fund to perform compliance functions.

(e) "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the 1940 Act.

(f) "Covered Security" means all securities except securities that are direct obligations of the Government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper and shares of registered open-end investment companies, and shares issued by open-end mutual funds.

(g) "Disinterested Trustee" means a Trustee of a Fund who is not an "interested person" of the Fund within the meaning of
Section 2(a)(19) of the 1940 Act.

(h) "Initial Public Offering" means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.

(i) "Investment Personnel" of a Fund or an Adviser means: (i) any employee of the Fund or Adviser (or of any company in a control relationship to the Fund or Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund; and (ii) any natural person who controls the Fund or an Adviser and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund. Investment Personnel includes any Portfolio Manager or other investment person, such as an analyst or trader, who provides information and advice to a Portfolio Manager or assists in the execution of the investment decisions.

(j) "Limited Offering" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to
Section 4(2) or Section 4(6) thereof, or pursuant to Rule 504, Rule 505, or Rule 506 thereunder.

(k) "Managed Portfolio" shall mean those Funds, individually and collectively, for which the Portfolio Manager makes buy and sell decisions. For those Funds operating as series companies, Managed Portfolio shall include only the series for which the Portfolio Manager serves as the Portfolio Manager.

(l) "Portfolio Manager" means the person entrusted to make or participate in the making of the buy and sell decisions for a Fund, or series thereof.

(m) "Purchase or sale of a security" includes, among other things, the writing of an option to purchase or sell a security or the purchase or sale of a security that is exchangeable for or convertible into a security.

(n) "Security" shall have the meaning set forth in Section 2(a)(36) of the 1940 Act.

(o) "Security Held or to be Acquired" by a Fund means:

(i) any Covered Security which, within the most recent 15 days:

(A) is or has been held by the Fund; or

(B) is being or has been considered by the Fund or any of its investment advisers for purchase by the Fund; and

(ii) any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in paragraph (p)(i) of this Section.

A security is "being considered for purchase or sale" when a recommendation to purchase or sell a security has been made and communicated and, with respect to the Investment Personnel making the recommendation, when such person seriously considers making such a recommendation.

The preclearance prohibitions of Section 5 of this Code, except for paragraphs (a) and (b) of Section 5 relating to IPOs and Limited Offerings, shall not apply to:

(a) Purchases or sales effected in any account over which the Investment Personnel has no direct or indirect influence or control in the reasonable estimation of the Adviser's Compliance Officer.

(b) Purchases or sales of securities: (i) not eligible for purchase or sale by the Fund; or (ii) specified from time to time by the Trustees, subject to such rules, if any, as the applicable Trustees shall specify.

(c) Purchases or sales which are non-volitional on the part of either the Investment Personnel or the Fund.

(d) Purchases of shares necessary to establish an automatic dividend reinvestment plan or pursuant to an automatic dividend reinvestment plan, and subsequent sales of such securities.

(e) Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

(a) IPO Rule: No Investment Personnel may directly or indirectly acquire beneficial ownership in any securities in an Initial Public Offering (including IPOs offered through the Internet), except with the prior written approval of the Adviser's Compliance Officer.

(b) Limited Offering Rule: No Investment Personnel may directly or indirectly acquire beneficial ownership in any securities in a Limited Offering except with the prior written approval of the Adviser's Compliance Officer. Any such approved purchase should be disclosed to the Fund if that issuer's securities are being considered for purchase or sale by the Fund, and the Fund's decision to purchase or sell should be subject to independent review by Investment Personnel with no interest in the issuer.

(c) The Adviser's Compliance Officer will make a record of any decision, and the reasons supporting the decision, to grant approval for transactions in IPOs and Limited Offerings, and will maintain these records for at least five years after the end of the fiscal year in which the approval is granted.

(d) Private Placement Rule: No Investment Personnel may purchase securities in a Private Placement unless the Adviser's Compliance Officer has approved such purchase. Any such approved purchase should be disclosed to the Fund if that issuer's securities are being considered for purchase or sale by the Fund.

(e) Preclearance Rule: No Investment Personnel may directly or indirectly acquire or dispose of beneficial ownership in a Covered Security unless such transaction

has been precleared by the Adviser's Compliance Officer. Preclearance is valid through the business day next following the day preclearance is given.

(f) The Adviser's Compliance Officer will monitor investment activity by the Investment Personnel involving the precleared transaction.

NOTE: EACH ADVISER'S COMPLIANCE OFFICER MAY DENY APPROVAL OF ANY TRANSACTION REQUIRING PRECLEARANCE UNDER THIS PRECLEARANCE RULE, EVEN IF THE TRANSACTION IS NOMINALLY PERMITTED UNDER THIS CODE OF ETHICS, IF HE OR SHE REASONABLY BELIEVES THAT DENYING PRECLEARANCE IS NECESSARY FOR THE PROTECTION OF A FUND. ANY SUCH DENIAL MAY BE APPEALED TO THE FUND'S CHIEF LEGAL OFFICER. THE DECISION OF THE CHIEF LEGAL OFFICER SHALL BE FINAL.

(g) Open Order Rule: No Investment Personnel may directly or indirectly acquire or dispose of beneficial ownership in any Covered Security on a day during which a Fund has a pending "buy" or "sell" order for that security of the same type (i.e., buy or sell) as the proposed personal trade, until the Fund's order is executed or withdrawn.

Exceptions: The following securities transactions are exempt from the Open Order Rule:

1. Purchases or sales of up to 500 shares of an issuer ranked in the Standard & Poor's 500 Composite Stock Index (S&P 500) at the time of purchase or sale and/or securities with a market capitalization over $10 billion as of the most recent fiscal quarter. The Adviser's Compliance Officer shall make available an updated list of such issuers quarterly.

2. Purchases or sales approved by the Adviser's Compliance Officer in his/her discretion.

ANY PROFITS REALIZED ON A PERSONAL TRADE IN VIOLATION OF THIS SECTION

5(G) MUST BE DISGORGED AT THE REQUEST OF THE FUND.

(h) Blackout Rule: No Portfolio Manager may directly or indirectly acquire or dispose of beneficial ownership in a Covered Security within seven calendar days before and after a Managed Portfolio trades in that Security.

Transactions permitted under the Blackout Rule must also satisfy the Open Order Rule and the Preclearance Rule, if and to the extent the transaction is not covered by exceptions to those rules.

ANY PROFITS REALIZED BY A PORTFOLIO MANAGER ON A PERSONAL TRADE IN VIOLATION OF THIS SECTION 5(H) MUST BE DISGORGED AT THE REQUEST OF THE FUND.

(i) Ban on Short-term Trading Profits. No Investment Personnel may profit in the purchase and sale, or sale and purchase, of any of the same (or equivalent) securities within 60 calendar days.

(j) Gifts. No Access Person shall annually accept any gift or other item of more than $100 in value from any person or entity that does business with or on behalf of the Fund.

(k) Service as Director. No Investment Personnel shall serve on the board of directors of a publicly traded company without prior authorization by the President or the Compliance Officer of the Fund. If board service is authorized, such Investment Personnel shall have no role in making investment decisions with respect to the publicly traded company.

(l) Market Timing Prohibited. No Portfolio Manager shall engage in excessive trading or market timing activities with respect to any mutual fund whether or not such mutual fund is a Managed Portfolio, is managed by such Adviser/Subadvisor or any affiliated adviser or subadviser. For the purposes of the foregoing, "market timing" shall be defined as a purchase and redemption, regardless of size, in and out of the same mutual fund within any sixty (60) day period. The foregoing restrictions shall not apply to Portfolio Managers investing in mutual funds through asset allocation programs, automatic reinvestment programs, 401(k) and similar retirement accounts and any other non-volitional investment vehicles. Portfolio Managers shall provide quarterly certifications as to their compliance with this restriction.

(m) Misuse of Non-Public Information. No Advisory Person shall divulge or act upon any material, non-public information, as such term is defined under relevant securities laws.

(a) All Access Persons (other than Disinterested Trustees) shall direct their brokers to supply, at the same time that they are sent to the Access Person, a copy of the confirmation for each personal securities trade and a copy of each periodic account statement to the Adviser's Compliance Officer.

(b) Every Access Person shall report to the Fund the information described in Section 6(c) of this Code with respect to transactions in any Covered Security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the Covered Security, provided that:

(i) a Disinterested Trustee of the Fund need not report a transaction in a security unless the Trustee knew or, in the ordinary course of fulfilling his or her official duties as a Fund Trustee, should have known that during the 15-day period immediately before or after the Trustee's transaction in a Covered Security, the Fund purchased or sold the Covered Security or the Fund or any of its investment advisers or subadvisers considered purchasing or selling the Covered Security, and

(ii) an Access Person need not make a quarterly report under this Section 6(b) if the report would duplicate information contained in broker trade confirmations or account statements received by the Adviser's Compliance Officer under Section 6(a) with respect to the Access Person in the time period required by
Section 6(c), if all of the information required in
Section 6(c) is contained in those confirmations and statements.

(c) Every report required pursuant to Section 6(b) above shall be made not later than 10 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

(i) with respect to any transaction during the quarter in a Covered Security in which the Access Person had or acquired any direct or indirect beneficial ownership:

(A) The date of the transaction, the title and the number of shares, the maturity date, the interest rate and the principal amount of each Covered Security involved;

(B) The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition);

(C) The price of the Covered Security at which the transaction was effected;

(D) The name of the broker, dealer or bank with or through whom the transaction was effected; and

(E) The date of approval of the transaction and the person who approved it as required by
Section 5(a), (b), or (d) above.

(ii) with respect to any amount established by the Access Person in which Securities were held during the quarter for the direct or indirect benefit of the Access Person:

(A) The name of the broker, dealer, or bank with whom the Access Person established the account;

(B) The date the account was established; and

(iii) the date the report is submitted by the Access Person.

(d) No later than 10 days after becoming an Access Person, and annually thereafter on or before January 30 of each year, each Access Person (other than Disinterested Trustees) must submit to the Adviser's Compliance Officer a report of his or her personal securities holdings (the "Initial Holdings Report" and the "Annual Holdings Report", respectively), which must include the following information (the Applicable Date for the Initial Holdings Report is the date the person became an Access Person; the Applicable Date for the Annual Holdings Report must be a date no earlier than December 31 of the prior year):

(i) The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership as of the Applicable Date.

(ii) The name of any broker, dealer or bank with whom the Access Person maintained an account in which securities were held for the direct or indirect benefit of the Access Person as of the Applicable Date.

(iii) The date the report is submitted by the Access Person.

(e) Each Access Person shall submit annually to the Adviser's Compliance Officer a certification by the Access Person that he or she has read and understood the Code of Ethics, has complied with the Code's requirements, and has disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the Code's requirements. The certification will be submitted to the Compliance Officer by January 30 of each year.

(f) Any report made under this Section 5 may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.

(g) (i) Each Adviser's Compliance Officer shall furnish to the applicable Fund's Board of Trustees annually, and such Board will consider, a written report that:

(A) Summarizes the current procedures under the Code of Ethics;

(B) Describes any issues arising from the Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and

(C) Certifies that the Fund or the Adviser, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

(ii) The Compliance Officer shall obtain from each investment adviser and subadviser to the Fund whose Access Persons are governed by its own Code of Ethics, a written report including the information and certification required in (B) and (C) above with respect to that Code.

(iii) The Board will consider all of these reports.

(h) Any Access Person shall immediately report any potential violation of this Code of which he or she becomes aware to the Adviser's Compliance Officer.

(i) An Access Person need not make reports under this Section 6 with respect to transactions effected for any account over which such person does not have any direct or indirect influence or control.

(j) Each Adviser's Compliance Officer will review all reports and other information submitted under this Section 6. This review will include such comparisons with trading records of the Fund as are necessary or appropriate to determine whether there have been any violations of the Code.

(k) Each Adviser's Compliance Officer will maintain a list of all Access Persons who are required to make reports under the Code, and shall inform those Access Persons of their reporting obligations. Each Adviser's Compliance Officer shall promptly notify any Access Person when any report has not been filed on a timely basis.

Upon discovering a violation of this Code, the Board of Trustees of a Fund may impose such sanctions as it deems appropriate, including inter alia, a letter of censure or suspension or termination of employment, or suspension of personal trading privileges for such period as it may deem appropriate.

Each Adviser's Compliance Officer, in consultation with the Chief Legal Officer, may grant written exceptions to provisions of the Code based on equitable considerations. The exceptions may be granted to individuals or classes of individuals with respect to particular transactions, classes of transactions or all transactions, and may apply to past as well as future transactions, provided, however, that no exception will be granted where the exceptions would result in a violation of Rule 17j-1. To the extent any such exception relates to an Access Person of a Fund, the exception will be reported to a Fund's Board at its next regularly scheduled meeting.

This Code of Ethics does not amend or supercede any other Code(s) of Ethics that may affect the duties and obligations of any person affected hereby.

(Revised August 2004)

Exhibit q.2

POWER 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, Matthew A. Swendiman 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 Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix Equity Trust
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 Partners Select Funds
Phoenix Portfolios
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.

August 17, 2004                                   /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, Matthew A. Swendiman 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 Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix Equity Trust
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 Partners Select Funds
Phoenix Portfolios
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.

August 17, 2004                                   /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, Matthew A. Swendiman 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 Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix Equity Trust
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 Partners Select Funds
Phoenix Portfolios
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.

August 17, 2004                                   /s/ S. Leland Dill
                                                 -----------------------------
                                                  S. Leland Dill, 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, Matthew A. Swendiman 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 Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix Equity Trust
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 Partners Select Funds
Phoenix Portfolios
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.

August 17, 2004                                   /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, Matthew A. Swendiman 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 Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix Equity Trust
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 Partners Select Funds
Phoenix Portfolios
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.

August 17, 2004                                   /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, Matthew A. Swendiman 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 Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix Equity Trust
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 Partners Select Funds
Phoenix Portfolios
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.

August 17, 2004                                   /s/ Marilyn E. LaMarche
                                                 -------------------------------
                                                  Marilyn E. LaMarche, 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, Matthew A. Swendiman 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 Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix Equity Trust
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 Partners Select Funds
Phoenix Portfolios
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.

August 17, 2004                                   /s/ Philip R. McLoughlin
                                                 -------------------------------
                                                  Philip R. McLoughlin, 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, Matthew A. Swendiman 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 Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix Equity Trust
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 Partners Select Funds
Phoenix Portfolios
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.

August 17, 2004                                   /s/ Geraldine M. McNamara
                                                 -------------------------------
                                                  Geraldine M. McNamara, 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, Matthew A. Swendiman 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 Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix Equity Trust
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 Partners Select Funds
Phoenix Portfolios
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.

August 17, 2004                                   /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, Matthew A. Swendiman 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 Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix Equity Trust
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 Partners Select Funds
Phoenix Portfolios
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.

August 17, 2004                                   /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, Matthew A. Swendiman 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 Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix Equity Trust
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 Partners Select Funds
Phoenix Portfolios
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.

August 17, 2004                                   /s/ Donald B. Romans
                                                 -------------------------------
                                                  Donald B. Romans, 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, Matthew A. Swendiman 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 Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix Equity Trust
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 Partners Select Funds
Phoenix Portfolios
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.

August 17, 2004                                   /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, Matthew A. Swendiman 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 Institutional Mutual Funds Phoenix Equity Series Fund
Phoenix Equity Trust
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 Partners Select Funds
Phoenix Portfolios
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.

August 17, 2004                                  /s/ Lowell P. Weicker, Jr.
                                                -------------------------------
                                                 Lowell P. Weicker, Jr., Trustee