0001193125-08-129327 Sample Contracts

PHOENIX EQUITY TRUST Phoenix Quality Small-Cap Fund Phoenix Small-Cap Sustainable Growth Fund Phoenix Small-Mid Cap Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • June 6th, 2008 • Phoenix Equity Trust • Delaware

Phoenix Equity Trust (the “Fund”) is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the “Act”), and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series, including the Phoenix Quality Small-Cap Fund, Phoenix Small-Cap Sustainable Growth Fund and Phoenix Small-Mid Cap Fund (collectively, sometimes hereafter referred to as the “Series”).

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FIFTH AMENDMENT TO SCHEDULE A of ADMINISTRATION AGREEMENT
Administration Agreement • June 6th, 2008 • Phoenix Equity Trust

THIS AMENDMENT made effective as of the 10th day of March, 2008 amends that certain administration agreement, dated as of July 1, 2006, as amended November 15, 2007 and whose Schedule A was amended on June 27, 2007, September 24, 2007, October 1, 2007 and January 31, 2008, between the trusts listed on Schedule A (each, a “Trust” and together the “Trusts”) including the funds listed under each Trust (each, a “Fund” and together the “Funds”) and Phoenix Equity Planning Corporation, a Connecticut Corporation (the “Administration Agreement”) as herein below provided.

FOURTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 6th, 2008 • Phoenix Equity Trust

THIS AMENDMENT effective as of the 10th day of March, 2008 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, that First Amendment dated as of October 21, 2004, that Second Amendment dated as of July 29, 2005 and that Third Amendment dated July 13, 2007 (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:

FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT PHOENIX EQUITY TRUST
Expense Limitation Agreement • June 6th, 2008 • Phoenix Equity Trust • Delaware

This Fourth Amended and Restated Expense Limitation Agreement (the “Agreement”) effective as of March 10, 2008 amends that certain Expense Limitation Agreement effective as of November 1, 2006 and amended and restated effective as of each of November 1, 2006, July 13, 2007 and August 23, 2007 by and between Phoenix Equity Trust, a Delaware statutory trust (the “Registrant”), on behalf of each series of the Registrant listed in Appendix A (each a “Fund” and collectively, the “Funds”) and the Adviser of each of the Funds, Phoenix Investment Counsel, Inc., a Massachusetts corporation (the “Adviser”).

PHOENIX EQUITY TRUST Phoenix Capital Growth Fund Phoenix Mid-Cap Growth Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • June 6th, 2008 • Phoenix Equity Trust • Delaware

Phoenix Equity Trust (the “Trust”) is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the “Act”), and is subject to the rules and regulations promulgated thereunder. The shares of the Trust are offered or may be offered in several series (collectively, sometimes hereafter referred to as the “Series”).

PHOENIX EQUITY TRUST Phoenix Strategic Growth Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • June 6th, 2008 • Phoenix Equity Trust • Delaware

Phoenix Equity Trust (the “Trust”) is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the “Act”), and is subject to the rules and regulations promulgated thereunder. The shares of the Trust are offered or may be offered in several series, including the Phoenix Strategic Growth Fund (hereinafter referred to as the “Fund”).

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