Phoenix Multi Portfolio Fund Sample Contracts

Exhibit d.2
Investment Advisory Agreement • March 26th, 2003 • Phoenix Multi Portfolio Fund • Connecticut
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Standard Contracts

EXHIBIT 5.1
Investment Advisory Agreement • March 27th, 1997 • Phoenix Multi Portfolio Fund • Massachusetts
DISTRIBUTION AGREEMENT CLASS B SHARES
Distribution Agreement • March 27th, 1997 • Phoenix Multi Portfolio Fund • Massachusetts
Exhibit (h)(4)
Expense Limitation Agreement • March 28th, 2007 • Phoenix Multi Portfolio Fund • Delaware
Exhibit d.3
Investment Advisory Agreement • October 27th, 2006 • Phoenix Multi Portfolio Fund
DECLARATION OF TRUST PHOENIX MULTI-PORTFOLIO FUND AGREEMENT AND DECLARATION OF TRUST OCTOBER 15, 1987
Declaration of Trust • March 27th, 1997 • Phoenix Multi Portfolio Fund • Massachusetts
Exhibit 6.2 Sales Agreement
Sales Agreement • March 27th, 1998 • Phoenix Multi Portfolio Fund • Connecticut
Exhibit 5.2 Investment Advisory Agreement
Investment Advisory Agreement • March 27th, 1998 • Phoenix Multi Portfolio Fund • Massachusetts
EXHIBIT 5.2
Subadvisory Agreement • March 27th, 1997 • Phoenix Multi Portfolio Fund • Massachusetts
Exhibit 15.2
Distribution Plan • January 26th, 1998 • Phoenix Multi Portfolio Fund
Exhibit 8.3
Custodian Agreement • March 27th, 1997 • Phoenix Multi Portfolio Fund • Massachusetts
Exhibit h.6. LETTER AGREEMENT TO AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT
Financial Agent Agreement • March 29th, 2005 • Phoenix Multi Portfolio Fund

In order to reflect the Phoenix Funds subject to the Amended and Restated Financial Agent Agreement between certain of the Phoenix Funds and Phoenix Equity Planning Corporation effective as of November 19, 1997 (the "Agreement"), attached hereto is a schedule, updated as of March 1, 2001 This schedule shall supersede any current schedule attached to the Agreement.

EXHIBIT h.10
Expense Limitation Agreement • March 30th, 2006 • Phoenix Multi Portfolio Fund • Connecticut
Exhibit 13 Initial Capital Agreement INITIAL CAPITAL AGREEMENT
Initial Capital Agreement • January 26th, 1998 • Phoenix Multi Portfolio Fund

Phoenix Multi-Portfolio Fund (the "Trust") proposes to issue and sell to the public shares of beneficial interest, $1 par value, of its Phoenix Tax-Exempt Bond Portfolio (the "Shares") pursuant to a registration statement on Form N-1A (the "Registration Statement") filed with the Securities and Exchange Commission. In order to provide the Trust with a net worth of at least $100,000 as required by Section 14 of the Investment Company Act of 1940, as amended, we hereby offer to purchase 10,000 Shares at a price of $10.00 per Share two days prior to the effective date of the Registration Statement (or such earlier date as may be agreed upon).

Exhibit d.6 INVESTMENT ADVISORY AGREEMENT Phoenix Investment Counsel, Inc. 56 Prospect Street Hartford, CT 06118 Ladies and Gentleman: Please be advised that effective on March 1, 2000 the Phoenix-Seneca Tax Sensitive Growth Fund shall be an...
Investment Advisory Agreement • February 28th, 2000 • Phoenix Multi Portfolio Fund

Please be advised that effective on March 1, 2000 the Phoenix-Seneca Tax Sensitive Growth Fund shall be an "Additional Series" of the Phoenix Multi-Portfolio Fund as setforth in Paragraph 2 of a certain Investment Advisory Agreement by and between Phoenix Investment Counsel, Inc. and Phoenix Multi-Portfolio Fund dated January 1, 1994 as amended.

EXHIBIT g.4
Master Custodian Contract • March 26th, 2004 • Phoenix Multi Portfolio Fund
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SUBADVISORY AGREEMENT
Subadvisory Agreement • January 27th, 2006 • Phoenix Multi Portfolio Fund • Delaware
AGREEMENT AND DECLARATION OF TRUST AGREEMENT AND DECLARATION OF TRUST
Trust Agreement • November 30th, 2000 • Phoenix Multi Portfolio Fund • Delaware
AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • September 26th, 2008 • Phoenix Multi Portfolio Fund • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 31st day of May, 2007, by and between Phoenix Opportunities Trust a Delaware statutory trust (the “Acquiring Trust”), with its principal place of business at 101 Munson Street, Greenfield, Massachusetts 01301, on behalf of the Phoenix International Strategies Fund (the “Acquiring Fund”), a separate series of the Acquiring Trust, and Phoenix Multi-Portfolio Fund, a Delaware statutory trust (the “Selling Trust”), on behalf of the Phoenix International Strategies Fund (the “Acquired Fund”), a separate series of the Selling Trust.

Exhibit 9.2
Transfer Agency Agreement • March 27th, 1997 • Phoenix Multi Portfolio Fund • Connecticut
Exhibit 9.1
Financial Agent Agreement • March 27th, 1997 • Phoenix Multi Portfolio Fund • Connecticut
Exhibit 15.1
Distribution Plan • January 26th, 1998 • Phoenix Multi Portfolio Fund
AMENDMENT TO AMENDED AND RESTATED INVESTMENT AND ADVISORY AGREEMENT
Investment and Advisory Agreement • March 30th, 2006 • Phoenix Multi Portfolio Fund
Phoenix Multi-Portfolio Fund Phoenix International Strategies Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • January 27th, 2006 • Phoenix Multi Portfolio Fund • Delaware
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