First Amendment To Amended And Restated Financial Agent Agreement FIRST AMENDMENT TO AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT

                                   Exhibit 9.4

                               First Amendment To
                 Amended And Restated Financial Agent Agreement





                               FIRST AMENDMENT TO
                 AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT

THIS AMENDMENT made effective as of the 27th day of February, 1998 amends that
certain Amended and Restated Financial Agent Agreement dated November 19, 1997
by and among the following parties (the "Agreement") as hereinbelow provided.

                              W I T N E S S E T H :

         WHEREAS, the parties hereto wish to amend the Agreement to eliminate
the provision that states that Financial Agent is not responsible for the acts
or omissions of any agent appointed by it:

         NOW, THEREFORE, in consideration of the foregoing premise, the first
sentence of Paragraph 4 of the Agreement is amended to read as follows:

         "Financial Agent shall not be liable for anything done or omitted to be
         done by it in the exercise of due care in discharging its duties
         specifically described hereunder."

         IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized officers on this 23rd day of March, 1998.

                                   PHOENIX CALIFORNIA TAX EXEMPT BONDS, INC.
                                   PHOENIX EQUITY SERIES FUND
                                   PHOENIX INCOME AND GROWTH FUND
                                   PHOENIX INVESTMENT TRUST 97
                                   PHOENIX MULTI-PORTFOLIO FUND
                                   PHOENIX MULTI-SECTOR FIXED INCOME FUND, INC.
                                   PHOENIX MULTI-SECTOR SHORT TERM BOND FUND
                                   PHOENIX SERIES FUND
                                   PHOENIX STRATEGIC ALLOCATION FUND, INC.
                                   PHOENIX STRATEGIC EQUITY SERIES FUND
                                   PHOENIX WORLDWIDE OPPORTUNITIES FUND


                                   By: /s/ Xxxxxxx X. Xxxxxx
                                       Xxxxxxx X. Xxxxxx
                                       Executive Vice President


                                   PHOENIX EQUITY PLANNING CORPORATION


                                   By: /s/ Xxxxxx X. XxXxxxxxxx
                                       Xxxxxx X. XxXxxxxxxx
                                       President