Exhibit d.2

PHOENIX-SENECA FUNDS
SUBADVISORY AGREEMENT

PHOENIX-SENECA FUNDS

SUBADVISORY AGREEMENT

July 1 , 1998

Seneca Capital Management LLC
909 Montgomery Street
San Francisco, California 94133

RE: SUBADVISORY AGREEMENT

Ladies and Gentlemen:

Phoenix-Seneca Funds (the "Trust") 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 Trust are offered or may be offered in several series, including the Phoenix-Seneca Growth Fund, the Phoenix-Seneca Mid-Cap "EDGE"(SM) Fund, the Phoenix-Seneca Bond Fund, and the Phoenix-Seneca Real Estate Securities Fund (collectively sometimes hereafter referred to as the "Series").

Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends subadvisers 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 Seneca Capital Management LLC (the "Subadviser") as a subadviser 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 which do not conflict in any material manner in the Subadviser's performance hereunder.

2. Acceptance of Employment; Standard of Performance. The Subadviser accepts its employment as a subadviser 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.

3. Services of Subadviser. The Subadviser shall provide the services set forth herein and in Schedule A attached hereto and made a part hereof. In providing management services to the Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Trust as they apply to the Series and as set forth in the Trust's then current Prospectus and Statement of Additional Information (as the same may be modified from time to time), and to the Trust's Agreement and Declaration of Trust and By-Laws, to the investment and other restrictions set forth in the Act, the Securities Act

of 1933 and the Internal Revenue Code and the rules and regulations thereunder, and to the supervision and control of the Trustees of the Trust (the "Trustees"). The Subadviser shall not, without the Trust's prior approval, effect any transactions which would cause the Series at the time of the transaction to be out of compliance with any of such restrictions or policies.

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

(a) Office facilities, including office space, furniture and equipment utilized by its employees, in the fulfillment of Subadviser's responsibilities hereunder;

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

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

(d) Compensation and expenses, if any, of the Trustees who are also full-time employees of the Subadviser.

5. Transaction Procedures. All transactions for the Series will be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Trust (the "Custodian"), or such depositories or agents as may be designated by the Custodian pursuant to its agreement with the Trust (the "Custodian Agreement"), 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 Trust all investment orders for the Series placed by it with brokers and dealers at the time and in the manner set forth in the Custodian Agreement and in Schedule B hereto (as amended from time to time). The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Trust 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 acts, omissions or other conduct of the Custodian.

6. 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 Trust, 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 Trust, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain "best execution" 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 Trust, as to which the Subadviser exercises investment discretion, notwithstanding that the Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Trust a lower commission on the particular transaction.

B. Subject to the requirements of paragraph A above, the Adviser shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Adviser and the Subadviser, shall be executed by brokers and dealers that provide brokerage or research services to the Trust or that will be of value to the Trust in the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Series. In addition, subject to paragraph A above, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Trust shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Trust are made.

C. The Subadviser shall not execute any transactions for the Series with a broker or dealer that is an "affiliated person" (as defined in the Act) of the Trust, the Subadviser or the Adviser without the prior written approval of the Trust.

7. Proxies. The Subadviser, as the Trust's authorized agent, will vote all proxies solicited by or with respect to the issuers of securities in which assets of the Series may be invested.

8. 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 Trust and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser.

9. 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 Trust, 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, other federal or state securities laws or common law).

10. Confidentiality. Subject to the duty of the Subadviser and the Trust 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 Trust in respect thereof.

11. 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 Trust 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 Trust to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur and to take the steps it deems necessary.

12. 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 Trust, in the manner required or permitted by the Act and the Rules thereunder, the records identified in Schedule D (as amended from time to time). The Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to Adviser as agent of the Trust promptly upon request of either.

C. It has a written code of ethics complying with the requirements of Rule 17j-l under the Act and will provide the Trust 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 Trust (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 Trust 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 Trust 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 Agreement and Declaration of Trust dated December 18, 1995 establishing the Trust, to the Trust's Certificate of Trust, also dated December 18, 1995, which is on file with the Office of the Secretary of State of the State of Delaware, and to any and all amendments thereto. The name Phoenix-Seneca Funds refers to the Trustees under said Agreement and Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Agreement and 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 Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate.

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

14. Amendment. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Trust, which amendment, other than amendments to Schedules 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.

15. Effective Date; Term. This Agreement shall become effective on the date set forth on the first page of this Agreement. Unless terminated as hereinafter provided, this Agreement shall remain in full force and effect until June 30, 2000, and thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in

accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of
Section 15(c) thereof.

16. Termination. This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a breach of any provision thereof by a party so notified, or otherwise, upon sixty (60) days' written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties.

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

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

PHOENIX-SENECA FUNDS

By:/s/ Gail P. Seneca
   ----------------------------------
   Gail P. Seneca
   President

PHOENIX INVESTMENT COUNSEL, INC.

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

ACCEPTED:

SENECA CAPITAL MANAGEMENT LLC

By: /s/ Gail P. Seneca
    ------------------------------------
    Gail P. Seneca
    President

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

SUBADVISER FUNCTIONS

With respect to managing the investment and reinvestment of each 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 Trustees and the Adviser;

(b) Implementation of the investment program for the Series;

(c) Quarterly reports, in form and substance acceptable to the Adviser and the Trustees, 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 Trust relative to securities eligible for resale under Rule 144A under the Securities Act of 1933; 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) the implementation of the Series' investment program, including, without limitation, analysis of Series performance; and, vi) any and all other reports reasonably requested by the Adviser or the Trustees;

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

(e) Participation, overall assistance and support in marketing the Series, including, without limitation, meetings with pension fund representatives, broker/dealers who have a sales agreement with the Trust's Distributor, and other parties requested by the Adviser or the Trustees.

OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a flow of information to be supplied to Investors Fiduciary Trust Company, currently the custodian for the Trust, or any other person serving as custodian for the Trust (the "Custodian").

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 Trust, the account must be a cash account. No margin accounts are to be maintained in the name of the Trust. 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.

Phoenix-Seneca Growth Fund                           0.35%
Phoenix-Seneca Mid-Cap "EDGE"(SM) Fund               0.40%
Phoenix-Seneca Bond Fund                             0.25%
Phoenix-Seneca Real Estate Securities Fund           0.375%

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.

RECORDS TO BE MAINTAINED BY THE SUBADVISER

1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all series purchases and sales, given by the Subadviser on behalf of the Trust 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 Trust.

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 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 Trust by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers to:
(a) The Trust,
(b) The Adviser,
(c) The Subadviser, and
(d) Any person other than the foregoing.
(iii) Any other consideration other than the technical qualifications of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation.
D. The name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation.

3. (Rule 31a-(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 securities. Where an authorization is made by a committee or group, 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 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 Trust.

Exhibit d.3

PHOENIX-SENECA FUNDS
INVESTMENT SUBADVISORY AGREEMENT
AMENDMENT

PHOENIX-SENECA FUNDS
INVESTMENT SUBADVISORY AGREEMENT
AMENDMENT

THIS AMENDMENT made effective as of the 1st day of July, 1998 by and between SENECA CAPITAL MANAGEMENT, LLC, a California limited liability company having an office and principal place of business located at 909 Montgomery Street, San Francisco, California 94133 (the "Sub-Adviser") and PHOENIX INVESTMENT COUNSEL, INC., a Massachusetts corporation having an office and principal place of business located at 56 Prospect Street, Hartford, Connecticut 06115 (the "Adviser"), for the purpose of amending the INVESTMENT SUBADVISORY AGREEMENT of the same date between the Sub-Adviser and the Adviser (the "Subadvisory Agreement") in order to correct a typographical error in such Subadvisory Agreement.

WITNESSETH THAT:

The Sub-Adviser and the Adviser hereby acknowledge that the Subadvisory Agreement contains a typographical error in that it states that the monthly subadvisory fee for the Phoenix-Seneca Real Estate Securities Fund is 0.375% when, in fact, the monthly fee for such Fund is and at all times has been 0.425%. Accordingly, in order to conform the Subadvisory Agreement to the agreement between the Sub-Adviser and the Adviser, the Subadvisory Agreement is hereby amended to reflect that the monthly subadvisory fee with respect to the Phoenix-Seneca Real Estate Securities Fund is 0.425%.

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

SENECA CAPITAL MANAGEMENT, LLC

           /s/Gail P. Seneca
----------------------------
   Gail P. Seneca, President
     Date:

PHOENIX INVESTMENT COUNSEL, INC.

           /s/ Michael E. Haylon
--------------------------------
    Michael E. Haylon, President
         Date:

Exhibit d.4

AMENDMENT TO SUBADVISORY AGREEMENT

This Amendment dated this 20th day of November, 2002 amends that certain Subadvisory Agreement dated as of July 1, 1998 (the "Agreement") by and between Phoenix Investment Counsel, Inc. ("Adviser") and Seneca Capital Management LLC ("Subadviser"), regarding the management of the Phoenix-Seneca Bond Fund, Phoenix-Seneca Mid-Cap "EDGE"(SM) Fund and Phoenix-Seneca Real Estate Securities Fund (the "Funds") of the Phoenix-Seneca Funds (the "Trust").

1. Section 19 is hereby added as follows:

"Proxies. The Subadviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the Assets in accordance with such policies and procedures adopted or approved from time to time by the Trust. Unless the Adviser or the Trust gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Trust then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser with quarterly proxy voting reports in such form as the Adviser may request from time to time."

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

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

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

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

PHOENIX INVESTMENT COUNSEL, INC.

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

AGREED and ACCEPTED by Subadviser
this 15th day of April, 2003

SENECA CAPITAL MANAGEMENT LLC

By:      /s/ Sandra J. Monticelli
     -------------------------------
Name:  Sandra J. Monticelli
Title: COO

Exhibit e.1

UNDERWRITING AGREEMENT

UNDERWRITING AGREEMENT

THIS AGREEMENT made as of this 1st day of July, 1998, by and between the PHOENIX-SENECA FUNDS, a Delaware business trust having a place of business located at 909 Montgomery Street, San Francisco, California 94133 (the "Fund") and Phoenix Equity Planning Corporation, a Connecticut corporation having a place of business located at 100 Bright Meadow Boulevard, Enfield, Connecticut (the "Underwriter").

WITNESSETH THAT:

1. The Fund hereby grants to the Underwriter the right to purchase shares of beneficial interest of each class of each series of the Fund established and designated as of the date hereof and of any additional series and classes thereof which the Board of Directors or Board of Trustees, as applicable ("Trustees") may establish and designate during the term of this Agreement (called the "Series" and "Classes", respectively) and to resell shares of various Classes, as applicable, of each Series (collectively called the "Shares") as principal and not as agent. The Underwriter accepts such appointment and agrees to render the services described in this Agreement for the compensation herein provided.

2. The Underwriter's right to purchase Shares shall be exclusive except that the terms of this Agreement shall not apply to Shares issued or transferred:

a) pursuant to an offer of exchange exempted under Section 22(d) of the Investment Company Act of 1940, as amended (the "Act") by reason of the fact that said offer is permitted by Section 11 of the Act, including any offer made pursuant to clause (1) or (2) of Section 11(c);

b) upon the sale to a registered unit investment trust which is the issuer of periodic payment plan certificates the net proceeds of which are invested in redeemable securities;

c) pursuant to an offer made solely to all registered holders of Shares, or all registered holders of Shares of any Series, proportionate to their holdings or proportionate to any cash distribution made to them by the Fund (subject to appropriate qualifications designed solely to avoid issuance of fractional securities);

d) in connection with any merger or consolidation of the Fund or of any Series with any other investment company or the acquisition by the Fund, by purchase or otherwise, of any other investment company;

e) in connection with the reinvestment by Fund shareholders of dividend and capital gains distributions; or

f) pursuant to any applicable reinstatement privilege or as otherwise provided in the then current registration statement of the Fund.

3. The "Net Asset Value" and the "Public Offering Price" of the Shares as referred to in this Agreement shall be computed in accordance with the provisions of the then current registration statement of the Fund. The Underwriter shall be notified promptly by the Fund of such computations.

4. The Underwriter has and shall enter into written sales agreements with broker/dealers ("dealers") and with banks as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended, ("Exchange Act") that are not required to register as a broker/dealer under the Exchange Act or the regulations thereunder ("Banks"). Such sales agreements shall provide that dealers or Banks shall use their best efforts to promote the sale of Shares. Such sales agreements shall include such terms and conditions as Underwriter may determine not inconsistent with this Agreement; provided, however, that such sales agreements shall specify a) that the dealer is registered as a broker/dealer under the Exchange Act and a member of the National Association of Securities Dealers, Inc. or, in the alternative, that the Bank is exempt from broker/dealer registration under the Exchange Act; and b) that such dealers and Banks agree that they will comply with all applicable state, and federal laws and the rules and regulations of applicable regulatory agencies.

5. Each day the Underwriter shall have the right to purchase from the Fund, as principal, the amount of Shares needed to fill unconditional orders for such Shares received by the Underwriter from dealers, Banks, or investors, but no more than the Shares needed, at a price equal to the Net Asset Value of the Shares. Any purchase of Shares by the Underwriter under this Agreement shall be subject to reasonable adjustment for clerical errors, delays and errors of transmission and cancellation of orders.

6. With respect to transactions other than with dealers or Banks, the Underwriter will sell Shares only at the Public Offering Price then in effect, except to the extent that sales at less than the Public Offering Price may be allowed by the Act, any rule or regulation promulgated thereunder or by order of the Securities and Exchange Commission, provided, however, that any such sales at less than the Public Offering Price shall be consistent with the terms of the then current registration statement of the Fund. The Underwriter will sell at Net Asset Value Shares of any Classes which are offered by the then current registration statement or prospectus of the Fund for sale at such Net Asset Value or at Net Asset Value with a contingent deferred sales charge ("CDSC Shares"). The Underwriter shall receive from the Fund all contingent deferred sales charges applied on redemptions of CDSC Shares.

7. Sales at a discount from the Public Offering Price shall be made in accordance with the terms and conditions of the terms of the current registration statement of the Fund allowing such

discounts. Such discounts shall not exceed the difference between the Net Asset Value and the Public Offering Price; however, the Underwriter may offer compensation in excess of the difference between the Net Asset Value and the Public Offering Price, at its discretion and from its own profits and resources, and only as described in the current registration statement of the Fund. With respect to sales of CDSC Shares, the Underwriter, in accordance with the terms of the current registration statement of the Fund, shall pay dealers a commission on such sales from its profits and resources.

8. As reimbursement for expenditures made in connection with providing certain distribution-related services, the Underwriter may receive from the Fund a distribution fee under the terms and conditions set forth in the Fund's distribution plan adopted under Rule 12b-1 under the Act, as the plan may be amended from time to time (the "12b-1 Plan") and subject to any further limitations on such fees as the Trustees may impose. The Underwriter may also receive from the Fund a service fee under the 12b-1 Plan to be retained by the Underwriter as compensation for providing services to shareholders of the Fund or to be paid to dealers and Banks for providing services to their clients who are also shareholders of the Fund.

9. The Fund shall furnish the Underwriter with copies of its organizational documents, as amended from time to time. The Fund shall also furnish the Underwriter with any other documents of the Fund which will assist the Underwriter in the performance of its duties hereunder.

10. The Underwriter agrees to use its best efforts (in states where it may lawfully do so) to obtain from investors unconditional orders for Shares authorized for issue by the Fund and registered under applicable Federal securities laws, and, so long as it does so, nothing herein contained shall prevent the Underwriter from entering into similar arrangements with other registered investment companies. The Underwriter may, in the exercise of its discretion, refuse to accept orders for Shares from any person.

11. Upon receipt by the Fund of a purchase order from the Underwriter, accompanied by proper delivery instructions, the Fund shall, as promptly as practicable thereafter, cause evidence of ownership of Shares to be delivered as indicated in such purchase order. Payment for such Shares shall be made by the Underwriter to the Fund in a manner acceptable to the Fund, provided that the Underwriter shall pay for such Shares no later than the third business day after the Underwriter shall have contracted to purchase such shares.

12. In connection with offering for sale and selling Shares, the Fund authorizes the Underwriter to give only such information and to make only such statements or representations as are contained in the then current registration statement of the Fund. The Underwriter shall be responsible for the approval and filing of sales material as required under SEC and NASD regulations.

13. In performing its services pursuant to this Agreement, the Underwriter shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations

made or adopted by the SEC or by any securities association registered under the Exchange Act, and the securities laws of those states in which Shares are sold.

14. The Underwriter shall prepare and deliver reports to the Treasurer of the Fund on a regular, at least quarterly basis, showing the expenses incurred pursuant to this Agreement and pursuant to the 12b-1 Plan, and the purposes therefor, as well as any supplemental reports the Trustees from time to time may reasonably request. The Underwriter also agrees to furnish such information as is reasonably necessary to assist the Trustees in evaluating any distribution plan affecting any Class, or any proposed amendment thereto.

15. The Fund agrees to pay the following expenses:

a) the cost of mailing any stock certificates representing Shares;

b) fees and expenses (including legal expenses) of registering and maintaining registrations of the Fund and of each Series and Class with the Securities and Exchange Commission including the preparation and printing of registration statements and prospectuses for filing with said Commission;

c) fees and expenses (including legal expenses) incurred in registering and qualifying Shares for sale with any state regulatory agency and fees and expenses of maintaining, renewing, increasing or amending such registrations and qualifications;

d) the expense of any issue or transfer taxes upon the sale of Shares to the Underwriter by the Fund;

e) the cost of preparing and distributing reports and notices to shareholders. ; and

f) fees and expenses of the transfer agent, including the cost of preparing and mailing notices to shareholders pertaining to transactions with respect to such shareholders accounts.

16. The Underwriter agrees to pay the following expenses:

a) all expenses of printing prospectuses and statements of additional information used in connection with the sale of Shares and printing and preparing all other sales literature;

b) all fees and expenses in connection with the qualification of the Underwriter as a dealer in the various states and countries;

c) the expense of any stock transfer tax required in connection with the sale of Shares by the Underwriter as principal to dealers, Banks or investors; and

d) all other expenses in connection with offering for sale and the sale of Shares which have not been herein specifically allocated to the Fund.

17. The Fund hereby appoints the Underwriter its agent to receive requests to accept the Fund's offer to repurchase Shares upon such terms and conditions as may be described in the Fund's then current registration statement. The agency granted in this paragraph 17 is terminable at the discretion of the Fund. As compensation for acting as such agent and as part of the consideration for acting as underwriter, Underwriter shall receive from the Fund all contingent deferred sales charges imposed upon the redemption of Shares. Whether and to what extent a contingent deferred sales charge will be imposed shall be determined in accordance with, and in the manner set forth in, the Fund's prospectus.

18. The Fund agrees to indemnify and hold harmless the Underwriter, its officers and directors and each person, if any, who controls the Underwriter within the meaning of section 15 of the Securities Act of 1933, as amended, against any losses, claims, damages, liabilities and expenses (including the cost of any legal fees incurred in connection therewith) which the Underwriter, its officers, directors or any such controlling person may incur under said Act, under any other statute, at common law or otherwise, arising out of or based upon

a) any untrue statement or alleged untrue statement of a material fact contained in the Fund's registration statement or prospectus (including amendments and supplements thereto), or

b) any omission or alleged omission to state a material fact required to be stated in the Fund's registration statement or prospectus or necessary to make the statements in either not misleading; provided, however, that insofar as losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance and in conformity with information furnished to the Fund by the Underwriter or its affiliate for use in the Fund's registration statement or prospectus, such indemnification is not applicable. In no case shall the Fund indemnify the Underwriter or its controlling persons as to any amounts incurred for any liability arising out of or based upon any action for which the Underwriter, its officers and directors or any controlling person or affiliate would otherwise be subject to liability by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of the reckless disregard of its obligations and duties under this Agreement.

19. The Underwriter agrees to indemnify and hold harmless the Fund, its officers and trustees and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act of 1933, as amended, against any losses, claims, damages, liabilities and expenses (including the cost of any legal fees incurred in connection therewith) which the Fund, its

officers, trustees or any such controlling person may incur under said Act, under any other statute, at common law or otherwise arising out of or based upon

a) any wrongful act by the Underwriter or any of its employees or representatives, or

b) any untrue statement or alleged untrue statement of a material fact contained in the Fund's registration statement, prospectus (including amendments and supplements thereto) or sales material, or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon information furnished or confirmed in writing to the Fund by the Underwriter.

20. It is understood that:

a) trustees, officers, employees, agents and shareholders of the Fund are or may be interested persons, as that term is defined in the Act ("Interested Persons"), of the Underwriter as directors, officers, stockholders or otherwise;

b) directors, officers, employees, agents and stockholders of the Underwriter are or may be Interested Persons of the Fund as trustees, officers, shareholders or otherwise;

c) the Underwriter may be an Interested Person of the Fund as shareholder or otherwise; and

d) the existence of any such dual interest shall not offset the validity hereof or of any transactions hereunder.

21. The Fund may terminate this Agreement by 60 days written notice to the Underwriter at any time, without the payment of any penalty, by vote of the Trustees who are not parties to this Agreement or Interested Persons of any such party and have no direct or indirect financial interest in the operation of the 12b-1 Plan or in any related agreement ("Disinterested Trustees") or by a vote of a majority of the appropriate Class of outstanding voting securities, as that term is defined in the Act, of the Fund. The Underwriter may terminate this Agreement by 60 days written notice to the Fund, without the payment of any penalty. This Agreement shall immediately terminate in the event of its assignment, as that term is defined in the Act.

22. Subject to prior termination as provided in paragraph 21, this Agreement shall continue in force for one year from the date of execution and from year to year thereafter so long as the continuance after such one year period shall be specifically approved at least annually by vote of the Trustees, or by a vote of a majority of the appropriate Class of outstanding voting securities, as that term is defined in the Act, of the Fund. Additionally, each annual renewal of this

Agreement must be approved by the vote of a majority of the Disinterested Trustees, cast in person at a meeting of the Trustees called for the purpose of voting on such approval.

23. Reference is hereby made to the Agreement and Declaration of Trust dated December 18, 1995 establishing the Fund, to the Fund's Certificate of Trust, also dated December 18, 1995, which is on file with the Office of the Secretary of State of the State of Delaware, and to any and all amendments thereto. The name Phoenix-Seneca Funds 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 Agreement and Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Underwriter 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.

24. This Agreement shall become effective upon the date first set forth above. This Agreement shall be governed by the laws of the State of Connecticut and shall be binding on the successors and assigns of the parties to the extent permitted by law.

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

PHOENIX-SENECA FUNDS

By: /s/ Gail P. Seneca
    ----------------------------------------------

PHOENIX EQUITY PLANNING CORPORATION

By: /s/ Thomas N. Steenburg
    ----------------------------------------

Exhibit h.2

FIRST AMENDMENT TO THE
TRANSFER AGENCY AND SERVICE AGREEMENT

FIRST AMENDMENT TO THE
TRANSFER AGENCY AND SERVICE AGREEMENT

PHOENIX-SENECA FUNDS

THIS FIRST AMENDMENT is made by and between the Phoenix-Seneca Funds (hereinafter referred to the "Fund"), and Phoenix Equity Planning Corporation (hereinafter referred to as the "Transfer Agent") and amends the Transfer Agency and Service Agreement dated as of October 18, 1997 (the "Agreement"), pursuant to which the Transfer Agent has agreed to provide certain transfer agent and related services to the Fund.

WHEREAS, The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (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 Fund is committed to compliance with the Patriot Act, and implementing regulations thereunder and, the Fund has 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 Fund hereby delegates to the Transfer Agent the implementation, administration and operation of the Fund's anti-money laundering program, as such anti-money laundering program is adopted by the Fund and as amended from time to time (the "Program") provided that such Program and any amendments are promptly provided to the Transfer Agent. The Fund hereby further authorizes the sub-delegation by the Transfer Agent of the implementation, administration and operation of certain aspects of the Fund's 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 Fund has 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 Fund in the discharge of its delegated duties hereunder. The Transfer Agent agrees to provide to the Fund, its 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 Fund 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 Fund remains responsible for assuring compliance with the Patriot Act and that the records the Transfer Agent maintains for the Fund relating to the Fund's 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 Fund 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 Fund and will facilitate the filing by the Fund and/or its 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 Fund 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 Fund's chief compliance officer for review and the Fund's board of trustees' approval. The Transfer Agent further agrees to cooperate with the Fund in its 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 Fund 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 Fund (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.

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-SENECA FUNDS

By:/s/ John A. Sharry
   ------------------------------
Name:  John A. Sharry
Title: Executive Vice 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 November 12, 2004, relating to the financial statements and financial highlights which appears in the September 30, 2004 Annual Report to Shareholders of Phoenix-Seneca Bond Fund, Phoenix-Seneca Equity Income Fund and Phoenix-Seneca Mid-Cap "Edge"(SM) Fund (constituting Phoenix-Seneca Funds), which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights", "Non-Public Holdings Information", "Independent Registered Public Accounting Firm" and "Reports to Shareholders" in such Registration Statement.

PricewaterhouseCoopers LLP
Boston, Massachusetts
January 21, 2005

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 q

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 and Matthew A. Swendiman, 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 Equity Series Fund
Phoenix Equity Trust
Phoenix-Goodwin California Tax Exempt Bond Fund Phoenix Institutional Mutual Funds Phoenix Investment Series Fund
Phoenix Investment Trust 97
Phoenix Multi-Portfolio Fund
Phoenix Multi-Series Trust
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.

November 17, 2004                            /s/ Ferdinand L.J. Verdonck
                                             -----------------------------------
                                             Ferdinand L.J. Verdonck, 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