Common use of Terms of Appointment; Duties of Transfer Agent Clause in Contracts

Terms of Appointment; Duties of Transfer Agent. 1.01 Subject to the terms and conditions set forth in this Agreement, the Phoenix Funds hereby employ and appoint Transfer Agent to act as, and Transfer Agent agrees to act as, transfer agent for the authorized and issued shares of beneficial interest or common stock, as the case may be, of each of the Phoenix Funds (hereinafter collectively and singularly referred to as "Shares"), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Phoenix Funds ("Shareholders") and as set out in the currently effective registration statement of each Fund (the prospectus and statement of additional information portions of such registration statement being referred to as the "Prospectus"), including, without limitation, any periodic investment plan or periodic withdrawal program. 1.02 Transfer Agent agrees that it will perform the following services pursuant to this Agreement: (a) In accordance with procedures established from time to time by agreement between the Phoenix Funds and Transfer Agent, Transfer Agent shall: i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian appointed from time to time by the Trustees/Directors of each Fund (which entity or entities, as the case may be, shall be referred to as the "Custodian"); ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the each appropriate Shareholder account; iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; iv) In respect to the transactions in items (i), (ii) and (iii) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Phoenix Funds who shall thereby be deemed to be acting on behalf of the Phoenix Funds; v) At the appropriate time as and when it receives monies paid to it by any Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; vi) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; vii) Prepare and transmit payments for dividends and distributions declared by each Fund, if any; viii) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and the Phoenix Funds, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; ix) Maintain records of account for and advise each Fund and its respective Shareholders as to the foregoing; and x) Record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e) under the Exchange Act of 1934, a record of the total number of Shares which are authorized, issued and outstanding based upon data provided to it by each Fund. The Transfer Agent shall also provide on a regular basis to each Fund the total number of Shares which are authorized, issued and outstanding shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each respective Fund. (b) In addition to and not in lieu of the services set forth in the above paragraph (a), Transfer Agent shall: (i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including, but not limited to, maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and Prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information; and (ii) provide a system which will enable each Fund to monitor the total number of Shares sold in each State. (c) In addition, the Phoenix Funds shall (i) identify to Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State, and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Transfer Agent for a Fund's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Phoenix Funds and the reporting of such transactions to each Fund as provided above. (d) Procedures as to who shall provide certain of the services in Article 1 may be established from time to time by agreement between the Phoenix Funds and Transfer Agent per the attached service responsibility schedule, if any. The Transfer Agent may at times perform only a portion of these services and the Phoenix Funds or its agent may perform these services on behalf of any Fund. (e) The Transfer Agent shall provide additional services on behalf of the Phoenix Funds (i.e., escheatment services) which may be agreed upon in writing between the Phoenix Funds and the Transfer Agent.

Terms of Appointment; Duties of Transfer Agent. 1.01 Subject to the terms and conditions set forth in this Agreement, the Phoenix Virtus Mutual Funds hereby continue to employ and appoint Transfer Agent to act as, and Transfer Agent agrees to act continue acting as, transfer agent for the authorized and issued shares of beneficial interest or common stock, as the case may be, of each of the Phoenix series of the Virtus Mutual Funds (hereinafter collectively and singularly referred to as "“Shares"”), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Phoenix Funds Fund ("“Shareholders"”) and as set out in the currently effective registration statement of each the Fund (the prospectus and statement of additional information portions of such registration statement being referred to as the "“Prospectus"”), including, without limitation, any periodic investment plan or periodic withdrawal program. 1.02 Transfer Agent agrees that it will perform the following services pursuant to this Agreement: (a) In accordance with procedures established from time to time by agreement between the Phoenix Virtus Mutual Funds and Transfer Agent, Transfer Agent shall: (i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian appointed from time to time by the Trustees/Directors Trustees of each the Fund (which entity or entities, as the case may be, shall be referred to as the "“Custodian"”); (ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the each appropriate Shareholder account; (iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; (iv) In respect to the transactions in items (i), (ii) and (iii) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Phoenix Funds Fund who shall thereby be deemed to be acting on behalf of the Phoenix Virtus Mutual Funds; (v) At the appropriate time as and when it receives monies paid to it by any Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (vii) Prepare and transmit payments for dividends and distributions declared by each the Fund, if any; (viii) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and the Phoenix FundsFund, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; (ix) Maintain records of account for and advise each the Fund and its respective Shareholders as to the foregoing; and; (x) Record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e) under the Exchange Act of 1934, a record of the total number of Shares which are authorized, issued and outstanding based upon data provided to it by each the Fund. The Transfer Agent shall also provide on a regular basis to each the Fund the total number of Shares which are authorized, issued and outstanding shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each respective Fund; and (xi) Upon the request of the Virtus Mutual Funds, the Transfer Agent shall carry out certain information requests, analyses, and reporting services in support of the Virtus Mutual Funds’ obligation under rule 22c-2. (b) In addition to and not in lieu of the services set forth in the above paragraph (a), Transfer Agent shall: (i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including, but not limited to, maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and Prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information; and (ii) provide a system which will enable each the Fund to monitor the total number of Shares sold in each State. (c) In addition, the Phoenix Virtus Mutual Funds shall (i) identify to Transfer Agent in writing those any transactions and or assets to that it is aware should be treated as exempt from blue sky reporting for each State, and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Transfer Agent for a the Fund's ’s blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Phoenix Virtus Mutual Funds and the reporting of such transactions to each the Fund as provided above. (d) The Transfer Agent may at times perform only certain of the services in Article 1, in which case the Virtus Mutual Funds or its agent may perform the other services in Article 1 on behalf of the Fund. Procedures as to who shall provide certain of the services in Article 1 may be established from time to time by agreement between the Phoenix Virtus Mutual Funds and Transfer Agent per the attached service responsibility schedule, if any. (e) 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 Boston Financial Data Services, Inc. (“BFDS”). The Transfer Agent may at times perform only a portion further agrees that it will fully cooperate with the designated anti-money laundering compliance officer (the “AML Compliance Officer”) of these services and the Phoenix Funds Fund in the discharge of its delegated duties hereunder. The Transfer Agent agrees to provide to the Fund, its AML Compliance Officer, internal or its agent may perform these services on behalf 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. (ef) The Transfer Agent shall provide additional services on behalf of the Phoenix Virtus Mutual Funds (i.e., escheatment services) which may be agreed upon in writing between the Phoenix Virtus Mutual Funds and the Transfer Agent. (g) The Transfer Agent may subcontract for the performance hereof with one or more sub-agents; provided, however, that Transfer Agent shall be as fully responsible to the Fund for the acts and omissions of any such subcontractor as it is for its own acts and omissions. In the alternative, the Virtus Mutual Funds may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Fund which would otherwise be performed by the Transfer Agent pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Funds enter into such an Outside Service Agreement, the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Transfer Agent hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Funds obtain services otherwise required of the Transfer Agent hereunder pursuant to any such Outside Service Agreements, the Transfer Agent’s fees shall be adjusted in accordance with Article 2 hereof. For the avoidance of doubt, any agreements into which the Transfer Agent enters on behalf of one or more Virtus Mutual Funds, pursuant to which the Transfer Agent agrees to make any applicable payments, shall not be considered an Outside Service Agreement hereunder.

Terms of Appointment; Duties of Transfer Agent. 1.01 Subject to the terms and conditions set forth in this Agreement, the Phoenix Funds hereby continue to employ and appoint Transfer Agent to act as, and Transfer Agent agrees to act continue acting as, transfer agent for the authorized and issued shares of beneficial interest or common stock, as the case may be, of each of the series of the Phoenix Funds (hereinafter collectively and singularly referred to as "Shares"), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Phoenix Funds Fund ("Shareholders") and as set out in the currently effective registration statement of each the Fund (the prospectus and statement of additional information portions of such registration statement being referred to as the "Prospectus"), including, without limitation, any periodic investment plan or periodic withdrawal program. 1.02 Transfer Agent agrees that it will perform the following services pursuant to this Agreement: (a) In accordance with procedures established from time to time by agreement between the Phoenix Funds and Transfer Agent, Transfer Agent shall: (i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian appointed from time to time by the Trustees/Directors Trustees of each Fund (which the Fund(which entity or entities, as the case may be, shall be referred to as the "Custodian"); (ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the each appropriate Shareholder account; (iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; (iv) In respect to the transactions in items (i), (ii) and (iii) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Phoenix Funds Fund who shall thereby be deemed to be acting on behalf of the Phoenix Funds; (v) At the appropriate time as and when it receives monies paid to it by any Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (vii) Prepare and transmit payments for dividends and distributions declared by each the Fund, if any; (viii) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and the Phoenix FundsFund, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; (ix) Maintain records of account for and advise each the Fund and its respective Shareholders as to the foregoing; and (x) Record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e) under the Exchange Act of 1934, a record of the total number of Shares which are authorized, issued and outstanding based upon data provided to it by each the Fund. The Transfer Agent shall also provide on a regular basis to each the Fund the total number of Shares which are authorized, issued and outstanding shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each respective Fund. (b) In addition to and not in lieu of the services set forth in the above paragraph (a), Transfer Agent shall: (i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including, but not limited to, maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and Prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information; and (ii) provide a system which will enable each the Fund to monitor the total number of Shares sold in each State. (c) In addition, the Phoenix Funds shall (i) identify to Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State, and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Transfer Agent for a the Fund's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Phoenix Funds and the reporting of such transactions to each the Fund as provided above. (d) Procedures as to who shall provide certain of the services in Article 1 may be established from time to time by agreement between the Phoenix Funds and Transfer Agent per the attached service responsibility schedule, if any. The Transfer Agent may at times perform only a portion of these services and the Phoenix Funds or its agent may perform these services on behalf of any the Fund. (e) 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 Boston Financial Data Services, Inc. ("BFDS"). 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. (f) The Transfer Agent shall provide additional services on behalf of the Phoenix Funds (i.e., escheatment services) which may be agreed upon in writing between the Phoenix Funds and the Transfer Agent.

Terms of Appointment; Duties of Transfer Agent. 1.01 1.01. Subject to the terms and conditions set forth in this Agreement, the Phoenix Funds hereby employ and appoint Transfer Agent to act as, and Transfer Agent agrees to act asact, as transfer agent for the authorized and issued shares of beneficial interest or common stock, as the case may be, of each of the Phoenix Funds (hereinafter collectively and singularly referred to as "“Shares"”), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Phoenix Funds each Fund ("“Shareholders"”) and as set out in the currently effective registration statement of each the Fund (the prospectus and statement of additional information portions of such registration statement being referred to as the "“Prospectus"”), including, without limitation, any periodic investment plan or periodic withdrawal program. 1.02 1.02. Transfer Agent agrees that it will perform the following services pursuant to this Agreement: (a) In accordance with procedures established from time to time by agreement between the Phoenix Funds and Transfer Agent, Transfer Agent shall: (i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian custodian appointed from time to time by the Trustees/Directors Trustees of each Fund the Funds (which entity or entities, as the case may be, shall be referred to as the "“Custodian"”); (ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the each appropriate Shareholder account; (iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; (iv) In respect to the transactions in items (i), (ii) and (iii) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Phoenix Funds who shall thereby be deemed to be acting on behalf of the Phoenix Funds; (v) At the appropriate time as and when it receives monies paid to it by any Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (vii) Prepare and transmit payments for dividends and distributions declared by each Fund, if any; (viii) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and the Phoenix Fundsapplicable Fund, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; (ix) Maintain records of account for and advise each Fund and its respective Shareholders as to the foregoing; and; (x) Record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e) under the Exchange Act of 1934, a record of the total number of Shares which are authorized, issued and outstanding based upon data provided to it by each Fund. The Transfer Agent shall also provide on a regular basis to each Fund the total number of Shares which are authorized, issued and outstanding shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each respective Fund; and (xi) Upon the request of a Fund, the Transfer Agent shall carry out certain information requests, analyses, and reporting services in support of the Funds’ obligations under rule 22c-2. (b) In addition to and not in lieu of the services set forth in the above paragraph (a), Transfer Agent shall: (i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including, but not limited to, maintaining all Shareholder accounts, preparing Shareholder meeting lists, providing Shareholder addresses to the party mailing proxies, receiving and tabulating proxies, providing Shareholder addresses to the party mailing Shareholder reports and Prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information; and (ii) provide a system which will enable each Fund to monitor the total number of Shares sold in each State. (c) In addition, the Phoenix Funds shall (i) identify to Transfer Agent in writing those any transactions and or assets to that it is aware should be treated as exempt from blue sky reporting for each State, and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Transfer Agent for a the Fund's ’s blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Phoenix Funds and the reporting of such transactions to each Fund the Funds as provided above. (d) The Transfer Agent may at times perform only certain of the services in Article 1, in which case the applicable Fund(s) or its (their) agent(s) may perform the other services in Article 1 on behalf of the Fund(s). Procedures as to who shall provide certain of the services in Article 1 may be established from time to time by agreement between the Phoenix Funds and Transfer Agent per the attached service responsibility schedule, if any. (e) Each 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 DST Asset Manager Solutions, Inc. (“DST”) or BNY Mellon Investment Servicing (US) Inc. (“BNYM”). The Transfer Agent may at times perform only a portion further agrees that it will fully cooperate with the designated anti-money laundering compliance officer (the “AML Compliance Officer”) of these services and the Phoenix Funds Fund in the discharge of its delegated duties hereunder. The Transfer Agent agrees to provide to the Fund, its AML Compliance Officer, internal or its agent may perform these services on behalf 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 each Fund remains responsible for assuring compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (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. (ef) The Transfer Agent shall provide additional services on behalf of the Phoenix Funds (i.e.e.g., escheatment services) which may be agreed upon in writing between the Phoenix Funds and the Transfer Agent. (g) The Transfer Agent may subcontract for the performance hereof with one or more subagents; provided, however, that Transfer Agent shall be as fully responsible to the Funds for the acts and omissions of any such subcontractor as it is for its own acts and omissions. In the alternative, the Funds may enter into agreements with one or more persons or entities, either jointly with the Transfer Agent or otherwise, for such persons or entities to provide certain services to each Fund which would otherwise be performed by the Transfer Agent pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Funds enter into such an Outside Service Agreement, the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Transfer Agent hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Funds obtain services otherwise required of the Transfer Agent hereunder pursuant to any such Outside Service Agreements, the Transfer Agent’s fees shall be adjusted in accordance with Article 2 hereof. However, as of the date hereof the parties agree that the Transfer Agent shall not be required to adjust its fees hereunder with respect to any Outside Service Agreements among the Trust, the Transfer Agent and DST or BNYM. For the avoidance of doubt, any agreements into which the Transfer Agent enters on behalf of one or more Funds, pursuant to which the Transfer Agent agrees to make any applicable payments, shall not be considered an Outside Service Agreement hereunder.

Terms of Appointment; Duties of Transfer Agent. 1.01 Subject to the terms and conditions set forth in this Agreement, the Phoenix Funds hereby continue to employ and appoint Transfer Agent to act as, and Transfer Agent agrees to act continue acting as, transfer agent for the authorized and issued shares of beneficial interest or common stock, as the case may be, of each of the Phoenix Funds (hereinafter collectively and singularly referred to as "“Shares"”), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Phoenix Funds each Fund ("“Shareholders"”) and as set out in the currently effective registration statement of each the Fund (the prospectus and statement of additional information portions of such registration statement being referred to as the "“Prospectus"”), including, without limitation, any periodic investment plan or periodic withdrawal program. 1.02 Transfer Agent agrees that it will perform the following services pursuant to this Agreement: (a) In accordance with procedures established from time to time by agreement between the Phoenix Funds and Transfer Agent, Transfer Agent shall: (i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian custodian appointed from time to time by the Trustees/Directors Trustees of each Fund the Funds (which entity or entities, as the case may be, shall be referred to as the "“Custodian"”); (ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the each appropriate Shareholder account; (iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; (iv) In respect to the transactions in items (i), (ii) and (iii) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Phoenix Funds who shall thereby be deemed to be acting on behalf of the Phoenix Funds; (v) At the appropriate time as and when it receives monies paid to it by any Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (vii) Prepare and transmit payments for dividends and distributions declared by each Fund, if any; (viii) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and the Phoenix Fundsapplicable Fund, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; (ix) Maintain records of account for and advise each Fund and its respective Shareholders as to the foregoing; and; (x) Record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e) under the Exchange Act of 1934, a record of the total number of Shares which are authorized, issued and outstanding based upon data provided to it by each Fund. The Transfer Agent shall also provide on a regular basis to each Fund the total number of Shares which are authorized, issued and outstanding shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each respective Fund; and (xi) Upon the request of a Fund, the Transfer Agent shall carry out certain information requests, analyses, and reporting services in support of the Funds’ obligations under rule 22c-2. (b) In addition to and not in lieu of the services set forth in the above paragraph (a), Transfer Agent shall: (i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including, but not limited to, maintaining all Shareholder accounts, preparing Shareholder meeting lists, providing Shareholder addresses to the party mailing proxies, receiving and tabulating proxies, providing Shareholder addresses to the party mailing Shareholder reports and Prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information; and (ii) provide a system which will enable each Fund to monitor the total number of Shares sold in each State. (c) In addition, the Phoenix Funds shall (i) identify to Transfer Agent in writing those any transactions and or assets to that it is aware should be treated as exempt from blue sky reporting for each State, and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Transfer Agent for a the Fund's ’s blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Phoenix Funds and the reporting of such transactions to each Fund the Funds as provided above. (d) The Transfer Agent may at times perform only certain of the services in Article 1, in which case the applicable Fund(s) or its(their) agent(s) may perform the other services in Article 1 on behalf of the Fund(s). Procedures as to who shall provide certain of the services in Article 1 may be established from time to time by agreement between the Phoenix Funds and Transfer Agent per the attached service responsibility schedule, if any. (e) Each 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 BNY Mellon Investment Servicing (US) Inc. (“BNYM”). The Transfer Agent may at times perform only a portion further agrees that it will fully cooperate with the designated anti-money laundering compliance officer (the “AML Compliance Officer”) of these services and the Phoenix Funds Fund in the discharge of its delegated duties hereunder. The Transfer Agent agrees to provide to the Fund, its AML Compliance Officer, internal or its agent may perform these services on behalf 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 each Fund remains responsible for assuring compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (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. (ef) The Transfer Agent shall provide additional services on behalf of the Phoenix Funds (i.e.e.g., escheatment services) which may be agreed upon in writing between the Phoenix Funds and the Transfer Agent. (g) The Transfer Agent may subcontract for the performance hereof with one or more sub-agents; provided, however, that Transfer Agent shall be as fully responsible to the Funds for the acts and omissions of any such subcontractor as it is for its own acts and omissions. In the alternative, the Funds may enter into agreements with one or more persons or entities, either jointly with the Transfer Agent or otherwise, for such persons or entities to provide certain services to each Fund which would otherwise be performed by the Transfer Agent pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Funds enter into such an Outside Service Agreement, the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Transfer Agent hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Funds obtain services otherwise required of the Transfer Agent hereunder pursuant to any such Outside Service Agreements, the Transfer Agent’s fees shall be adjusted in accordance with Article 2 hereof. However, as of the date hereof the parties agree that the Transfer Agent shall not be required to adjust its fees hereunder with respect to any Outside Service Agreements among the Trust, the Transfer Agent and BNYM. For the avoidance of doubt, any agreements into which the Transfer Agent enters on behalf of one or more Funds, pursuant to which the Transfer Agent agrees to make any applicable payments, shall not be considered an Outside Service Agreement hereunder.

Terms of Appointment; Duties of Transfer Agent. 1.01 Subject to the terms and conditions set forth in this Agreement, the Phoenix Funds Fund hereby employ employs and appoint appoints Transfer Agent to act as, and Transfer Agent agrees to act as, transfer agent for the authorized and issued shares of beneficial interest or common stock, as the case may be, of each of the Phoenix Funds Fund (hereinafter collectively and singularly referred to as "Shares"), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Phoenix Funds Fund ("Shareholders") and as set out in the currently effective registration statement of each the Fund (the prospectus and statement of additional information portions of such registration statement being referred to as the "Prospectus"), including, without limitation, any periodic investment plan or periodic withdrawal program. 1.02 Transfer Agent agrees that it will perform the following services pursuant to this Agreement: (a) In accordance with procedures established from time to time by agreement between the Phoenix Funds Fund and Transfer Agent, Transfer Agent shall: i) Receive for acceptance, acceptance orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian appointed from time to time by the Trustees/Directors Trustees of each the Fund (which entity or entities, as the case may be, shall be referred to as the "Custodian"); ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the each appropriate Shareholder account; iii) Receive for acceptance, acceptance redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; iv) In respect to the transactions in items (i), (ii) and (iii) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Phoenix Funds Fund who shall thereby be deemed to be acting on behalf of the Phoenix FundsFund; v) At the appropriate time as and when it receives monies moneys paid to it by any Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies moneys as instructed by the redeeming Shareholders; vi) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; vii) Prepare and transmit payments for dividends and distributions declared by the Fund on behalf of each Fund, if anyapplicable Portfolio; viii) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and the Phoenix FundsFund, and provided that the Transfer Agent Agent, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; ; ix) Maintain records of account for and advise each Fund Portfolio and its respective Shareholders as to the foregoing; and x) Record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e) under the Securities Exchange Act of 1934, a record of the total number of Shares which are authorized, issued and outstanding based upon data provided to it by each FundPortfolio. The Transfer Agent shall also provide on a regular basis to each Fund Portfolio the total number of Shares which are authorized, issued and outstanding and, except as otherwise provided in this Agreement, shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each respective Fundthe Fund or its agents other than Transfer Agent acting pursuant to this Agreement. (b) In addition to and not in lieu of the services set forth in the above paragraph (a), Transfer Agent shall: (i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including, but not limited to, maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and Prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal and State taxing authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information; and (ii) provide a system which will enable each the Fund to monitor the total number of Shares sold in each State; and (iii) open and maintain one or more non-interest bearing deposit accounts as agent for the Fund, with such financial institution(s) as may be designated by it or by the Fund in writing (such accounts, however, to be in the name of Transfer Agent and subject only to its draft or order), into which accounts the moneys received for the account of the Fund and moneys for payment of dividends, distributions, redemptions or other disbursements provided for hereunder will be deposited, and against which checks, drafts and payment orders will be drawn. (c) In addition, the Phoenix Funds Fund or its agent shall (i) identify to Transfer Agent in writing inwriting those transactions and assets to be treated as exempt from blue sky reporting for each State, (ii) as to each Portfolio, identify to Transfer Agent those States in which shares of that Portfolio have not been registered or qualified for sale or in which a limited number of such shares have been so registered or qualified, stating the number of such shares; (iii) promptly advise Transfer Agent as to the suspension, termination, or withdrawal of any such registration or qualification in any State or any change in the number of shares so registered or qualified in any state; and (iiiv) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Transfer Agent for a the Fund's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Phoenix Funds and Fund, the reporting of such transactions to each the Fund as provided above, and the establishment of instructions sufficient to prevent the execution of orders to purchase shares in certain States specified by the Fund or its agent, subject to override upon the express authorization of the Fund or its agent. (d) Procedures as to who shall provide certain of the services in Article 1 may be established from time to time by agreement between the Phoenix Funds Fund and Transfer Agent per Agent. Unless so established the attached service responsibility schedule, if any. The Transfer Agent may at times perform only a portion shall provide each of these services and the Phoenix Funds or its agent may perform these services on behalf of any Fundsuch services. (e) The Transfer Agent shall provide additional services on behalf of the Phoenix Funds Fund (i.e.e.g., escheatment services) which may be agreed upon in writing between the Phoenix Funds Fund and the Transfer Agent.

Terms of Appointment; Duties of Transfer Agent. 1.01 Subject to the terms and conditions set forth in this Agreement, the Phoenix Funds hereby continue to employ and appoint Transfer Agent to act as, and Transfer Agent agrees to act continue acting as, transfer agent for the authorized and issued shares of beneficial interest or common stock, as the case may be, of each of the series of the Phoenix Funds (hereinafter collectively and singularly referred to as "“Shares"”), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Phoenix Funds Fund ("“Shareholders"”) and as set out in the currently effective registration statement of each the Fund (the prospectus and statement of additional information portions of such registration statement being referred to as the "“Prospectus"”), including, without limitation, any periodic investment plan or periodic withdrawal program. 1.02 Transfer Agent agrees that it will perform the following services pursuant to this Agreement: (a) In accordance with procedures established from time to time by agreement between the Phoenix Funds and Transfer Agent, Transfer Agent shall: (i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian appointed from time to time by the Trustees/Directors Trustees of each Fund (which the Fund(which entity or entities, as the case may be, shall be referred to as the "“Custodian"”); (ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the each appropriate Shareholder account; (iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; (iv) In respect to the transactions in items (i), (ii) and (iii) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Phoenix Funds Fund who shall thereby be deemed to be acting on behalf of the Phoenix Funds; (v) At the appropriate time as and when it receives monies paid to it by any Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (vii) Prepare and transmit payments for dividends and distributions declared by each the Fund, if any; (viii) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and the Phoenix FundsFund, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; (ix) Maintain records of account for and advise each the Fund and its respective Shareholders as to the foregoing; and (x) Record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e) under the Exchange Act of 1934, a record of the total number of Shares which are authorized, issued and outstanding based upon data provided to it by each the Fund. The Transfer Agent shall also provide on a regular basis to each the Fund the total number of Shares which are authorized, issued and outstanding shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each respective Fund. (b) In addition to and not in lieu of the services set forth in the above paragraph (a), Transfer Agent shall: (i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including, but not limited to, maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and Prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information; and (ii) provide a system which will enable each the Fund to monitor the total number of Shares sold in each State. (c) In addition, the Phoenix Funds shall (i) identify to Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State, and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Transfer Agent for a the Fund's ’s blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Phoenix Funds and the reporting of such transactions to each the Fund as provided above. (d) Procedures as to who shall provide certain of the services in Article 1 may be established from time to time by agreement between the Phoenix Funds and Transfer Agent per the attached service responsibility schedule, if any. The Transfer Agent may at times perform only a portion of these services and the Phoenix Funds or its agent may perform these services on behalf of any the Fund. (e) 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 Boston Financial Data Services, Inc. (“BFDS”). 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. (f) The Transfer Agent shall provide additional services on behalf of the Phoenix Funds (i.e., escheatment services) which may be agreed upon in writing between the Phoenix Funds and the Transfer Agent.

Terms of Appointment; Duties of Transfer Agent. 1.01 Subject to the terms and conditions set forth in this Agreement, the Phoenix Phoenix-Xxxxxxxx Funds hereby employ and appoint Transfer Agent to act as, and Transfer Agent agrees to act as, transfer agent for the authorized and issued shares of beneficial interest or common stock, as the case may be, of each of the Phoenix Phoenix-Xxxxxxxx Funds (hereinafter collectively and singularly referred to as "Shares"), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Phoenix Phoenix-Xxxxxxxx Funds ("Shareholders") and as set out in the currently effective registration statement of each Fund (the prospectus and statement of additional information portions of such registration statement being referred to as the "Prospectus"), including, without limitation, any periodic investment plan or periodic withdrawal withdrawal. program. 1.02 Transfer Agent agrees that it will perform the following services pursuant to this Agreement: (a) In accordance with procedures established from time to time by agreement between the Phoenix Phoenix-Xxxxxxxx Funds and Transfer Agent, Transfer Agent shall: i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian appointed from time to time by the Trustees/Directors of each Fund (which entity or entities, as the case may be, shall be referred to as the "Custodian"); ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the each .the each. appropriate Shareholder account; iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; iv) In respect to the transactions in items (i), (ii) and (iii) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Phoenix Phoenix-Xxxxxxxx Funds who shall thereby be deemed to be acting on behalf of the Phoenix Phoenix-Xxxxxxxx Funds; v) At the appropriate time as and when it receives monies paid to it by any Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders;: vi) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; vii) Prepare and transmit payments for dividends and distributions declared by each Fund, if any; viii) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and the Phoenix Phoenix-Xxxxxxxx Funds, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; ix) Maintain records of account for and advise each Fund and its respective Shareholders as to the foregoing; and x) Record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e17Ad-1O(e) under the Exchange Act of 1934, a record of the total number of Shares which are authorized, issued and outstanding based upon data provided to it by each Fund. The Transfer Agent shall also provide on a regular basis to each Fund the total number of Shares which are authorized, issued and outstanding shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each respective Fund. (b) In addition to and not in lieu of the services set forth in the above paragraph (a), Transfer Agent shall: (ishall:(i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including, but not limited to, maintaining all Shareholder accounts, . preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, . mailing Shareholder reports and Prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. U.S, Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information; and (ii) provide a system which will enable each Fund to monitor the total number of Shares sold in each State. (c) In addition, the Phoenix Phoenix-Xxxxxxxx Funds shall (i) identify to Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State, and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Transfer Agent for a Fund's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Phoenix Phoenix-Xxxxxxxx Funds and the reporting of such transactions to each Fund as provided above. (d) Procedures as to who shall provide certain of the services in Article 1 I may be established from time to time by agreement between the Phoenix Phoenix-Xxxxxxxx Funds and Transfer Agent per the attached service responsibility schedule, if any. The Transfer Agent may at times perform only a portion of these services and the Phoenix Phoenix-Xxxxxxxx Funds or its agent may perform these services on behalf of any Fund. (e) The Transfer Agent shall provide additional services on behalf of the Phoenix Phoenix-Xxxxxxxx Funds (i.e., escheatment services) which may be agreed upon in writing between the Phoenix Phoenix-Xxxxxxxx Funds and the Transfer Agent.

Terms of Appointment; Duties of Transfer Agent. 1.01 Subject to the terms and conditions set forth in this Agreement, the Phoenix Funds Fund hereby employ employs and appoint appoints Transfer Agent to act as, and Transfer Agent agrees to act as, transfer agent for the authorized and issued shares of beneficial interest or common stock, as the case may be, of each of the Phoenix Funds Fund (hereinafter collectively and singularly referred to as "Shares"), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Phoenix Funds Fund ("Shareholders") and as set out in the currently effective registration statement of each the Fund (the prospectus and statement of additional information portions of such registration statement being referred to as the "Prospectus"), including, without limitation, any periodic investment plan or periodic withdrawal program. 1.02 Transfer Agent agrees that it will perform the following services pursuant to this Agreement: (a) In accordance with procedures established from time to time by agreement between the Phoenix Funds Fund and Transfer Agent, Transfer Agent shall: i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian appointed from time to time by the Trustees/Directors Trustees of each the Fund (which entity or entities, as the case may be, shall be referred to as the "Custodian"); ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the each appropriate Shareholder account; iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; iv) In respect to the transactions in items (i), (ii) and (iii) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Phoenix Funds Fund who shall thereby be deemed to be acting on behalf of the Phoenix FundsFund; v) At the appropriate time as and when it receives monies paid to it by any Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; vi) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; vii) Prepare and transmit payments for dividends and distributions declared by each the Fund, if any; viii) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and the Phoenix FundsFund, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; ix) Maintain records of account for and advise each the Fund and its respective Shareholders as to the foregoing; and x) Record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e) under the Exchange Act of 1934, a record of the total number of Shares which are authorized, issued and outstanding based upon data provided to it by each the Fund. The Transfer Agent shall also provide on a regular basis to each the Fund the total number of Shares which are authorized, issued and outstanding shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each respective the Fund. (b) In addition to and not in lieu of the services set forth in the above paragraph (a), Transfer Agent shall: (i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including, but not limited to, maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and Prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information; and (ii) provide a system which will enable each the Fund to monitor the total number of Shares sold in each State. (c) In addition, the Phoenix Funds Fund shall (i) identify to Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State, and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Transfer Agent for a the Fund's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Phoenix Funds Fund and the reporting of such transactions to each the Fund as provided above. (d) Procedures as to who shall provide certain of the services in Article 1 may be established from time to time by agreement between the Phoenix Funds Fund and Transfer Agent per the attached service responsibility schedule, if any. The Transfer Agent may at times perform only a portion of these services and the Phoenix Funds Fund or its agent may perform these services on behalf of any the Fund. (e) The Transfer Agent shall provide additional services on behalf of the Phoenix Funds Fund (i.e., escheatment services) which may be agreed upon in writing between the Phoenix Funds Fund and the Transfer Agent.

Terms of Appointment; Duties of Transfer Agent. 1.01 Subject to the terms and conditions set forth in this Agreement, the Phoenix Funds Fund hereby employ employs and appoint appoints Transfer Agent to act as, and Transfer Agent agrees to act as, transfer agent for the authorized and issued shares of beneficial interest or common stock, as the case may be, of each of the Phoenix Funds Fund (hereinafter collectively and singularly referred to as "Shares"), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Phoenix Funds Fund ("Shareholders") and as set out in the currently effective registration statement of each the Fund (the prospectus and statement of additional information portions of such registration statement being referred to as the "Prospectus"), including, without limitation, any periodic investment plan or periodic withdrawal program. 1.02 Transfer Agent agrees that it will perform the following services pursuant to this Agreement: (a) In accordance with procedures established from time to time by agreement between the Phoenix Funds Fund and Transfer Agent, Transfer Agent shall: i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian appointed from time to time by the Trustees/Directors Trustees of each the Fund (which entity or entities, as the case may be, shall be referred to as the "Custodian"); ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the each appropriate Shareholder account; iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; iv) In respect to the transactions in items (i), (ii) and (iii) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Phoenix Funds Fund who shall thereby be deemed to be acting on behalf of the Phoenix FundsFund; v) At the appropriate time as and when it receives monies paid to it by any Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; vi) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; vii) Prepare and transmit payments for dividends and distributions declared by each the Fund, if any; viii) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and the Phoenix FundsFund, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; ix) Maintain records of account for and advise each the Fund and its respective Shareholders as to the foregoing; and x) Record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e) under the Exchange Act of 1934, a record of the total number of Shares which are authorized, issued and outstanding based upon data provided to it by each the Fund. The Transfer Agent shall also provide on a regular basis to each the Fund the total number of Shares which are authorized, issued and outstanding shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each respective Fund. (b) In addition to and not in lieu of the services set forth in the above paragraph (a), Transfer Agent shall: (i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including, but not limited to, maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and Prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information; and (ii) provide a system which will enable each the Fund to monitor the total number of Shares sold in each State. (c) In addition, the Phoenix Funds Fund shall (i) identify to Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State, and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Transfer Agent for a Fund's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Phoenix Funds Fund and the reporting of such transactions to each the Fund as provided above. (d) Procedures as to who shall provide certain of the services in Article 1 may be established from time to time by agreement between the Phoenix Funds Fund and Transfer Agent per the attached service responsibility schedule, if any. The Transfer Agent may at times perform only a portion of these services and the Phoenix Funds Fund or its agent may perform these services on behalf of any the Fund. (e) The Transfer Agent shall provide additional services on behalf of the Phoenix Funds Fund (i.e., escheatment services) which may be agreed upon in writing between the Phoenix Funds Fund and the Transfer Agent.

Terms of Appointment; Duties of Transfer Agent. 1.01 Subject to the terms and conditions set forth in this Agreement, the Phoenix Funds hereby employ and appoint Transfer Agent to act as, and Transfer Agent agrees to act asact, as transfer agent for the authorized and issued shares of beneficial interest or common stock, as the case may be, of each of the Phoenix Funds (hereinafter collectively and singularly referred to as "“Shares"”), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Phoenix Funds each Fund ("“Shareholders"”) and as set out in the currently effective registration statement of each the Fund (the prospectus and statement of additional information portions of such registration statement being referred to as the "“Prospectus"”), including, without limitation, any periodic investment plan or periodic withdrawal program. 1.02 Transfer Agent agrees that it will perform the following services pursuant to this Agreement: (a) In accordance with procedures established from time to time by agreement between the Phoenix Funds and Transfer Agent, Transfer Agent shall: (i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian custodian appointed from time to time by the Trustees/Directors Trustees of each Fund the Funds (which entity or entities, as the case may be, shall be referred to as the "“Custodian"”); (ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the each appropriate Shareholder account; (iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; (iv) In respect to the transactions in items (i), (ii) and (iii) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Phoenix Funds who shall thereby be deemed to be acting on behalf of the Phoenix Funds; (v) At the appropriate time as and when it receives monies paid to it by any Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (vii) Prepare and transmit payments for dividends and distributions declared by each Fund, if any; (viii) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and the Phoenix Fundsapplicable Fund, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; (ix) Maintain records of account for and advise each Fund and its respective Shareholders as to the foregoing; and; (x) Record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e) under the Exchange Act of 1934, a record of the total number of Shares which are authorized, issued and outstanding based upon data provided to it by each Fund. The Transfer Agent shall also provide on a regular basis to each Fund the total number of Shares which are authorized, issued and outstanding shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each respective Fund; and (xi) Upon the request of a Fund, the Transfer Agent shall carry out certain information requests, analyses, and reporting services in support of the Funds’ obligations under rule 22c-2. (b) In addition to and not in lieu of the services set forth in the above paragraph (a), Transfer Agent shall: (i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including, but not limited to, maintaining all Shareholder accounts, preparing Shareholder meeting lists, providing Shareholder addresses to the party mailing proxies, receiving and tabulating proxies, providing Shareholder addresses to the party mailing Shareholder reports and Prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information; and (ii) provide a system which will enable each Fund to monitor the total number of Shares sold in each State. (c) In addition, the Phoenix Funds shall (i) identify to Transfer Agent in writing those any transactions and or assets to that it is aware should be treated as exempt from blue sky reporting for each State, and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Transfer Agent for a the Fund's ’s blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Phoenix Funds and the reporting of such transactions to each Fund the Funds as provided above. (d) The Transfer Agent may at times perform only certain of the services in Article 1, in which case the applicable Fund(s) or its(their) agent(s) may perform the other services in Article 1 on behalf of the Fund(s). Procedures as to who shall provide certain of the services in Article 1 may be established from time to time by agreement between the Phoenix Funds and Transfer Agent per the attached service responsibility schedule, if any. (e) Each 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 BNY Mellon Investment Servicing (US) Inc. (“BNYM”). The Transfer Agent may at times perform only a portion further agrees that it will fully cooperate with the designated anti-money laundering compliance officer (the “AML Compliance Officer”) of these services and the Phoenix Funds Fund in the discharge of its delegated duties hereunder. The Transfer Agent agrees to provide to the Fund, its AML Compliance Officer, internal or its agent may perform these services on behalf 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 each Fund remains responsible for assuring compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (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. (ef) The Transfer Agent shall provide additional services on behalf of the Phoenix Funds (i.e.e.g., escheatment services) which may be agreed upon in writing between the Phoenix Funds and the Transfer Agent. (g) The Transfer Agent may subcontract for the performance hereof with one or more sub-agents; provided, however, that Transfer Agent shall be as fully responsible to the Funds for the acts and omissions of any such subcontractor as it is for its own acts and omissions. In the alternative, the Funds may enter into agreements with one or more persons or entities, either jointly with the Transfer Agent or otherwise, for such persons or entities to provide certain services to each Fund which would otherwise be performed by the Transfer Agent pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Funds enter into such an Outside Service Agreement, the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Transfer Agent hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Funds obtain services otherwise required of the Transfer Agent hereunder pursuant to any such Outside Service Agreements, the Transfer Agent’s fees shall be adjusted in accordance with Article 2 hereof. However, as of the date hereof the parties agree that the Transfer Agent shall not be required to adjust its fees hereunder with respect to any Outside Service Agreements among the Trust, the Transfer Agent and BNYM. For the avoidance of doubt, any agreements into which the Transfer Agent enters on behalf of one or more Funds, pursuant to which the Transfer Agent agrees to make any applicable payments, shall not be considered an Outside Service Agreement hereunder.

Terms of Appointment; Duties of Transfer Agent. 1.01 Subject to the terms and conditions set forth in this Agreement, the Phoenix Funds Trust hereby employ employs and appoint appoints Transfer Agent to act as, and Transfer Agent agrees to act as, transfer agent for the authorized and issued shares of beneficial interest or common stock, as the case may be, of each of the Phoenix Funds series of the Trust (hereinafter collectively and singularly referred to as "Shares"), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Phoenix Funds Trust ("Shareholders") and as set out in the currently effective registration statement of each Fund the Trust (the prospectus and statement of additional information portions of such registration statement being referred to as the "Prospectus"), including, without limitation, any periodic investment plan or periodic withdrawal program. 1.02 Transfer Agent agrees that it will perform the following services pursuant to this Agreement: (a) In accordance with procedures established from time to time by agreement between the Phoenix Funds Trust and Transfer Agent, Transfer Agent shall: (i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian appointed from time to time by the Trustees/Directors Trustees of each Fund the Trust (which entity or entities, as the case may be, shall be referred to as the "Custodian"); (ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the each appropriate Shareholder account; (iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; (iv) In respect to the transactions in items (i), (ii) and (iii) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Phoenix Funds Trust who shall thereby be deemed to be acting on behalf of the Phoenix FundsTrust; (v) At the appropriate time as and when it receives monies paid to it by any Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (vii) Prepare and transmit payments for dividends and distributions declared by each Fundthe Trust, if any; (viii) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and the Phoenix FundsTrust, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; (ix) Maintain records of account for and advise each Fund the Trust and its respective Shareholders as to the foregoing; and (x) Record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e) under the Exchange Act of 1934, a record of the total number of Shares which are authorized, issued and outstanding based upon data provided to it by each Fundthe Trust. The Transfer Agent shall also provide on a regular basis to each Fund the Trust the total number of Shares which are authorized, issued and outstanding shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each respective Fundthe Trust. (b) In addition to and not in lieu of the services set forth in the above paragraph (a), Transfer Agent shall: (i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including, but not limited to, maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and Prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information; and (ii) provide a system which will enable each Fund the Trust to monitor the total number of Shares sold in each State. (c) In addition, the Phoenix Funds Trust shall (i) identify to Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State, and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Transfer Agent for a Fundthe Trust's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Phoenix Funds Trust and the reporting of such transactions to each Fund the Trust as provided above. (d) Procedures as to who shall provide certain of the services in Article 1 may be established from time to time by agreement between the Phoenix Funds Trust and Transfer Agent per the attached service responsibility schedule, if any. The Transfer Agent may at times perform only a portion of these services and the Phoenix Funds Trust or its agent may perform these services on behalf of any Fundthe Trust. (e) 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 PFPC Inc. pursuant to that certain Sub-Transfer Agency and Service Agreement dated July 1, 1996, as amended May 18, 2006, until the completion of the conversion of the sub-transfer agency services to Boston Financial Data Services, Inc. ("BFDS"), which conversion is expected to occur on or about June 26, 2006, at which time the Fund authorizes the sub-delegation to BFDS. 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. (f) The Transfer Agent shall provide additional services on behalf of the Phoenix Funds Trust (i.e., escheatment services) which may be agreed upon in writing between the Phoenix Funds Trust and the Transfer Agent.

Terms of Appointment; Duties of Transfer Agent. 1.01 Subject to the terms and conditions set forth in this Agreement, the Phoenix Funds Fund hereby employ employs and appoint appoints Transfer Agent to act as, and Transfer Agent agrees to act as, transfer agent for the authorized and issued shares of beneficial interest or common stock, as the case may beinterest, of each of the Phoenix Funds Fund (hereinafter collectively and singularly referred to as "Shares"), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Phoenix Funds Fund ("Shareholders") and as set out in the currently effective registration statement of each the Fund (the prospectus and statement of additional information portions of such registration statement being referred to as the "Prospectus"), including, without limitation, any periodic investment plan or periodic withdrawal program. 1.02 Transfer Agent agrees that it will perform the following services pursuant to this Agreement: (a) In accordance with procedures established from time to time by agreement between the Phoenix Funds Fund and Transfer Agent, Transfer Agent shall: i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian appointed from time to time by the Trustees/Directors Trustee of each the Fund (which entity or entities, as the case may be, shall be referred to as the "Custodian"); ; ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares shares in the each appropriate Shareholder account; ; iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; ; iv) In respect to the transactions in items (i), (ii) and (iii) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Phoenix Funds Fund who shall thereby be deemed to be acting on behalf of the Phoenix Funds;Fund. v) At the appropriate time as and when it receives received monies paid to it by any Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; ; vi) Effect transfers transfer of Shares by the registered owners thereof upon receipt of appropriate instructions; ; vii) Prepare and transmit payments for dividends and distributions declared by each the Fund, if any; viii) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and the Phoenix Funds, Fund and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; ; ix) Maintain records of account for and advise each the Fund and its respective Shareholders as to the foregoing; and and x) Record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e) under the Exchange Act of 1934, a record of the total number of Shares which with are authorized, issued and outstanding based upon data provided to it by each the Fund. The Transfer Agent shall also provide on a regular basis to each the Fund the total number of Shares which are authorized, issued and outstanding shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each respective the Fund. (b) In addition to and not in lieu of the services set forth in the above paragraph (a), Transfer Agent shall: (i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including, but not limited to, maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and Prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 1009 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information; and (ii) provide a system which will enable each the Fund to monitor the total number of Shares sold in each State. (c) In addition, the Phoenix Funds Fund shall (i) identify to Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State, and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Transfer Agent for a the Fund's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Phoenix Funds Fund and the reporting of such transactions to each the Fund as provided above. (d) Procedures as to who shall provide certain of the services in Article 1 may be established from time to time by agreement between the Phoenix Funds Fund and Transfer Agent per the attached service responsibility schedule, if any. The Transfer Agent may at times perform only a portion of these services and the Phoenix Funds Fund or its agent may perform these services on behalf of any the Fund. (e) The Transfer Agent shall provide additional services on behalf of the Phoenix Funds Fund (i.e., escheatment services) which may be agreed upon in writing between the Phoenix Funds Fund and the Transfer Agent.

Terms of Appointment; Duties of Transfer Agent. 1.01 1.01. Subject to the terms and conditions set forth in this Agreement, the Phoenix Funds hereby employ and appoint Transfer Agent to act as, and Transfer Agent agrees to act asact, as transfer agent for the authorized and issued shares of beneficial interest or common stock, as the case may be, of each of the Phoenix Funds (hereinafter collectively and singularly referred to as "“Shares"”), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Phoenix Funds each Fund ("“Shareholders"”) and as set out in the currently effective registration statement of each the Fund (the prospectus and statement of additional information portions of such registration statement being referred to as the "“Prospectus"”), including, without limitation, any periodic investment plan or periodic withdrawal program. 1.02 1.02. Transfer Agent agrees that it will perform the following services pursuant to this Agreement: (a) In accordance with procedures established from time to time by agreement between the Phoenix Funds and Transfer Agent, Transfer Agent shall: (i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian custodian appointed from time to time by the Trustees/Directors Trustees of each Fund the Funds (which entity or entities, as the case may be, shall be referred to as the "“Custodian"”); (ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the each appropriate Shareholder account; (iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; (iv) In respect to the transactions in items (i), (ii) and (iii) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Phoenix Funds who shall thereby be deemed to be acting on behalf of the Phoenix Funds; (v) At the appropriate time as and when it receives monies paid to it by any Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders;; 91871099_1 (vi) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (vii) Prepare and transmit payments for dividends and distributions declared by each Fund, if any; (viii) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and the Phoenix Fundsapplicable Fund, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; (ix) Maintain records of account for and advise each Fund and its respective Shareholders as to the foregoing; and; (x) Record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e) under the Exchange Act of 1934, a record of the total number of Shares which are authorized, issued and outstanding based upon data provided to it by each Fund. The Transfer Agent shall also provide on a regular basis to each Fund the total number of Shares which are authorized, issued and outstanding shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each respective Fund; and (xi) Upon the request of a Fund, the Transfer Agent shall carry out certain information requests, analyses, and reporting services in support of the Funds’ obligations under rule 22c-2. (b) In addition to and not in lieu of the services set forth in the above paragraph (a), Transfer Agent shall: (i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including, but not limited to, maintaining all Shareholder accounts, preparing Shareholder meeting lists, providing Shareholder addresses to the party mailing proxies, receiving and tabulating proxies, providing Shareholder addresses to the party mailing Shareholder reports and Prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information; and (ii) provide a system which will enable each Fund to monitor the total number of Shares sold in each State. (c) In addition, the Phoenix Funds shall (i) identify to Transfer Agent in writing those any transactions and or assets to that it is aware should be treated as exempt from blue sky reporting for each State, and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Transfer Agent for a the Fund's ’s blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Phoenix Funds and the reporting of such transactions to each Fund the Funds as provided above. (d) The Transfer Agent may at times perform only certain of the services in Article 1, in which case the applicable Fund(s) or its (their) agent(s) may perform the other services in Article 1 on behalf of the Fund(s). Procedures as to who shall provide certain of the services in Article 1 may be established from time to time by agreement between the Phoenix Funds and Transfer Agent per the attached service responsibility schedule, if any. (e) Each 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 DST Asset Manager Solutions, Inc. (“DST”) or BNY Mellon Investment Servicing (US) Inc. (“BNYM”). The Transfer Agent may at times perform only a portion further agrees that it will fully cooperate with the designated anti-money laundering compliance officer (the “AML Compliance Officer”) of these services and the Phoenix Funds Fund in the discharge of its delegated duties hereunder. The Transfer Agent agrees to provide to the Fund, its AML Compliance Officer, internal or its agent may perform these services on behalf 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 each Fund remains responsible for assuring compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (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. (ef) The Transfer Agent shall provide additional services on behalf of the Phoenix Funds (i.e.e.g., escheatment services) which may be agreed upon in writing between the Phoenix Funds and the Transfer Agent. (g) The Transfer Agent may subcontract for the performance hereof with one or more subagents; provided, however, that Transfer Agent shall be as fully responsible to the Funds for the acts and omissions of any such subcontractor as it is for its own acts and omissions. In the alternative, the Funds may enter into agreements with one or more persons or entities, either jointly with the Transfer Agent or otherwise, for such persons or entities to provide certain services to each Fund which would otherwise be performed by the Transfer Agent pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Funds enter into such an Outside Service Agreement, the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Transfer Agent hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Funds obtain services otherwise required of the Transfer Agent hereunder pursuant to any such Outside Service Agreements, the Transfer Agent’s fees shall be adjusted in accordance with Article 2 hereof. However, as of the date hereof the parties agree that the Transfer Agent shall not be required to adjust its fees hereunder with respect to any Outside Service Agreements among the Trust, the Transfer Agent and DST or BNYM. For the avoidance of doubt, any agreements into which the Transfer Agent enters on behalf of one or more Funds, pursuant to which the Transfer Agent agrees to make any applicable payments, shall not be considered an Outside Service Agreement hereunder.

Terms of Appointment; Duties of Transfer Agent. 1.01 Subject to the terms and conditions set forth in this Agreement, the Phoenix Funds hereby employ and appoint Transfer Agent to act as, and Transfer Agent agrees to act as, transfer agent for the authorized and issued shares of beneficial interest or common stock, as the case may be, of each of the Phoenix Funds (hereinafter collectively and singularly referred to as "“Shares"”), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Phoenix Funds ("“Shareholders"”) and as set out in the currently effective registration statement of each Fund the Funds (the prospectus and statement of additional information portions of such registration statement being referred to as the "“Prospectus"”), including, without limitation, any periodic investment plan or periodic withdrawal program. 1.02 Transfer Agent agrees that it will perform the following services pursuant to this Agreement: (a) In accordance with procedures established from time to time by agreement between the Phoenix Funds and Transfer Agent, Transfer Agent shall: (i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian custodian appointed from time to time by the Trustees/Directors Trustees of each Fund the Trust (which entity or entities, as the case may be, shall be referred to as the "“Custodian"”); (ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the each appropriate Shareholder account; (iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; (iv) In respect to the transactions in items (i), (ii) and (iii) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Phoenix Funds Trust who shall thereby be deemed to be acting on behalf of the Phoenix Funds; (v) At the appropriate time as and when it receives monies paid to it by any Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (vii) Prepare and transmit payments for dividends and distributions declared by each Fundthe Funds, if any; (viii) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and the Phoenix FundsTrust, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; (ix) Maintain records of account for and advise each Fund the Funds and its their respective Shareholders as to the foregoing; and; (x) Record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e) under the Exchange Act of 1934, a record of the total number of Shares which are authorized, issued and outstanding based upon data provided to it by each Fundthe Trust. The Transfer Agent shall also provide on a regular basis to each Fund the Trust the total number of Shares which are authorized, issued and outstanding shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each respective Fund; and (xi) Upon the request of the Funds, the Transfer Agent shall carry out certain information requests, analyses, and reporting services in support of the Virtus Funds’ obligations under rule 22c-2. (b) In addition to and not in lieu of the services set forth in the above paragraph (a), Transfer Agent shall: (i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including, but not limited to, maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and Prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information; and (ii) provide a system which will enable each Fund the Trust to monitor the total number of Shares sold in each State. (c) In addition, the Phoenix Funds shall (i) identify to Transfer Agent in writing those any transactions and or assets to that it is aware should be treated as exempt from blue sky reporting for each State, and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Transfer Agent for a the Fund's ’s blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Phoenix Funds and the reporting of such transactions to each Fund the Trust as provided above. (d) The Transfer Agent may at times perform only certain of the services in Article 1, in which case the Funds or its agent may perform the other services in Article 1 on behalf of the Trust. Procedures as to who shall provide certain of the services in Article 1 may be established from time to time by agreement between the Phoenix Funds and Transfer Agent per the attached service responsibility schedule, if any. (e) The Trust hereby delegates to the Transfer Agent the implementation, administration and operation of the Trust’s anti-money laundering program, as such anti-money laundering program is adopted by the Trust and as amended from time to time (the “Program”) provided that such Program and any amendments are promptly provided to the Transfer Agent. The Trust hereby further authorizes the sub-delegation by the Transfer Agent of the implementation, administration and operation of certain aspects of the Trust’s Program to BNY Mellon Investment Servicing (US) Inc. (“BNYM”). The Transfer Agent may at times perform only a portion further agrees that it will fully cooperate with the designated anti-money laundering compliance officer (the “AML Compliance Officer”) of these services and the Phoenix Funds Trust in the discharge of its delegated duties hereunder. The Transfer Agent agrees to provide to the Trust, its AML Compliance Officer, internal or its agent may perform these services on behalf external auditors, regulatory authorities or the duly appointed agents of any Fundof the foregoing (collectively, the “Interested Parties”) any and all necessary reports and information requested by the Trust 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 Trust remains responsible for assuring compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “Patriot Act”) and that the records the Transfer Agent maintains for the Trust relating to the Trust’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 Trust 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. (ef) The Transfer Agent shall provide additional services on behalf of the Phoenix Funds (i.e.e.g., escheatment services) which may be agreed upon in writing between the Phoenix Funds and the Transfer Agent. (g) The Transfer Agent may subcontract for the performance hereof with one or more sub-agents; provided, however, that Transfer Agent shall be as fully responsible to the Trust for the acts and omissions of any such subcontractor as it is for its own acts and omissions. In the alternative, the Trust may enter into agreements with one or more persons or entities, either jointly with the Transfer Agent or otherwise, for such persons or entities to provide certain services to each Fund which would otherwise be performed by the Transfer Agent pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trust enters into such an Outside Service Agreement, the Trust shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Transfer Agent hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trust obtains services otherwise required of the Transfer Agent hereunder pursuant to any such Outside Service Agreements, the Transfer Agent’s fees shall be adjusted in accordance with Article 2 hereof. However, as of the date hereof the parties agree that the Transfer Agent shall not be required to adjust its fees hereunder with respect to any Outside Service Agreements among the Trust, the Transfer Agent and BNYM. For the avoidance of doubt, any agreements into which the Transfer Agent enters on behalf of one or more Funds, pursuant to which the Transfer Agent agrees to make any applicable payments, shall not be considered an Outside Service Agreement hereunder.

Terms of Appointment; Duties of Transfer Agent. 1.01 Subject to the terms and conditions set forth in this Agreement, the Phoenix Funds hereby continue to employ and appoint Transfer Agent to act as, and Transfer Agent agrees to act continue acting as, transfer agent for the authorized and issued shares of beneficial interest or common stock, as the case may be, of each of the series of the Phoenix Funds (hereinafter collectively and singularly referred to as "“Shares"”), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Phoenix Funds Fund ("“Shareholders"”) and as set out in the currently effective registration statement of each the Fund (the prospectus and statement of additional information portions of such registration statement being referred to as the "“Prospectus"”), including, without limitation, any periodic investment plan or periodic withdrawal program. 1.02 Transfer Agent agrees that it will perform the following services pursuant to this Agreement: (a) In accordance with procedures established from time to time by agreement between the Phoenix Funds and Transfer Agent, Transfer Agent shall: (i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian appointed from time to time by the Trustees/Directors Trustees of each the Fund (which entity or entities, as the case may be, shall be referred to as the "“Custodian"”); (ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the each appropriate Shareholder account; (iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; (iv) In respect to the transactions in items (i), (ii) and (iii) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Phoenix Funds Fund who shall thereby be deemed to be acting on behalf of the Phoenix Funds; (v) At the appropriate time as and when it receives monies paid to it by any Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (vii) Prepare and transmit payments for dividends and distributions declared by each the Fund, if any; (viii) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and the Phoenix FundsFund, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; (ix) Maintain records of account for and advise each the Fund and its respective Shareholders as to the foregoing; and (x) Record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e) under the Exchange Act of 1934, a record of the total number of Shares which are authorized, issued and outstanding based upon data provided to it by each the Fund. The Transfer Agent shall also provide on a regular basis to each the Fund the total number of Shares which are authorized, issued and outstanding shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each respective Fund. (b) In addition to and not in lieu of the services set forth in the above paragraph (a), Transfer Agent shall: (i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including, but not limited to, maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and Prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information; and (ii) provide a system which will enable each the Fund to monitor the total number of Shares sold in each State. (c) In addition, the Phoenix Funds shall (i) identify to Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State, and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Transfer Agent for a the Fund's ’s blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Phoenix Funds and the reporting of such transactions to each the Fund as provided above. (d) Procedures as to who shall provide certain of the services in Article 1 may be established from time to time by agreement between the Phoenix Funds and Transfer Agent per the attached service responsibility schedule, if any. The Transfer Agent may at times perform only a portion of these services and the Phoenix Funds or its agent may perform these services on behalf of any the Fund. (e) 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 Boston Financial Data Services, Inc. (“BFDS”). 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. (f) The Transfer Agent shall provide additional services on behalf of the Phoenix Funds (i.e., escheatment services) which may be agreed upon in writing between the Phoenix Funds and the Transfer Agent.

Terms of Appointment; Duties of Transfer Agent. 1.01 Subject to the terms and conditions set forth in this Agreement, the Phoenix Funds Trust hereby employ employs and appoint appoints Transfer Agent to act as, and Transfer Agent agrees to act as, transfer agent for the authorized and issued shares of beneficial interest or common stock, as the case may be, of each of the Phoenix Funds series of the Trust (hereinafter collectively and singularly referred to as "Shares"), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Phoenix Funds Trust ("Shareholders") and as set out in the currently effective registration statement of each Fund the Trust (the prospectus and statement of additional information portions of such registration statement being referred to as the "Prospectus"), including, without limitation, any periodic investment plan or periodic withdrawal program. 1.02 Transfer Agent agrees that it will perform the following services pursuant to this Agreement: (a) In accordance with procedures established from time to time by agreement between the Phoenix Funds Trust and Transfer Agent, Transfer Agent shall: (i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian appointed from time to time by the Trustees/Directors Trustees of each Fund the Trust (which entity or entities, as the case may be, shall be referred to as the "Custodian"); (ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the each appropriate Shareholder account; (iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; (iv) In respect to the transactions in items (i), (ii) and (iii) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Phoenix Funds Trust who shall thereby be deemed to be acting on behalf of the Phoenix FundsTrust; (v) At the appropriate time as and when it receives monies paid to it by any Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (vii) Prepare and transmit payments for dividends and distributions declared by each Fundthe Trust, if any; (viii) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and the Phoenix FundsTrust, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; (ix) Maintain records of account for and advise each Fund the Trust and its respective Shareholders as to the foregoing; and (x) Record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e) under the Exchange Act of 1934, a record of the total number of Shares which are authorized, issued and outstanding based upon data provided to it by each Fundthe Trust. The Transfer Agent shall also provide on a regular basis to each Fund the Trust the total number of Shares which are authorized, issued and outstanding shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each respective Fundthe Trust. (b) In addition to and not in lieu of the services set forth in the above paragraph (a), Transfer Agent shall: (i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including, but not limited to, maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and Prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information; and (ii) provide a system which will enable each Fund the Trust to monitor the total number of Shares sold in each State. (c) In addition, the Phoenix Funds Trust shall (i) identify to Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State, and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Transfer Agent for a Fundthe Trust's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Phoenix Funds Trust and the reporting of such transactions to each Fund the Trust as provided above. (d) Procedures as to who shall provide certain of the services in Article 1 may be established from time to time by agreement between the Phoenix Funds Trust and Transfer Agent per the attached service responsibility schedule, if any. The Transfer Agent may at times perform only a portion of these services and the Phoenix Funds Trust or its agent may perform these services on behalf of any Fundthe Trust. (e) The Transfer Agent shall provide additional services on behalf of the Phoenix Funds Trust (i.e., escheatment services) which may be agreed upon in writing between the Phoenix Funds Trust and the Transfer Agent.