THIRD AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

                         THIRD AMENDMENT
                     TO AMENDED AND RESTATED
                   INVESTMENT ADVISORY AGREEMENT

      THIS AMENDMENT effective as of the 13th day of July, 2007
amends that certain Amended and Restated Investment Advisory
Agreement dated as of November 20, 2002, that First Amendment
dated as of October 21, 2004 and that Second Amendment dated as
of July 29, 2005 (the "Agreement") by and between Phoenix Equity
Trust, a Delaware statutory trust (the "Trust") and Phoenix
Investment Counsel, Inc., a Massachusetts corporation (the
"Adviser") as follows:

1.  The name of the series Phoenix Pathfinder Fund has been
changed to Phoenix Value Opportunities Fund.

2.  All references to the series Phoenix Relative Value Fund
and Phoenix Total Value Fund are hereby deleted.

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

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

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

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

PHOENIX INVESTMENT COUNSEL, INC.


By:   /s/ Xxxx X. Xxxxx
Name:     Xxxx X. Xxxxx
Title:    Vice President and Clerk


PHOENIX EQUITY TRUST


By:   /s/ Xxxxxxx X. Xxxxxxx

Name:     Xxxxxxx X. Xxxxxxx
Title:    Senior Vice President


                            SCHEDULE A


    Designated Series                Investment Advisory Fee

Phoenix Mid-Cap Value Fund                 0.75%



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

Phoenix Value
Opportunities
Fund                   0.75%        0.70%            0.65%

Phoenix Worldwide
Strategies
Fund                   0.85%        0.80%            0.75%