SUB-TRANSFER AGENCY AND SERVICE AGREEMENT

                                     BETWEEN

                                      PEPCO

                                       AND

                      BOSTON FINANCIAL DATA SERVICES, INC.





{PAGE}



                    SUB-TRANSFER AGENCY AND SERVICE AGREEMENT



                                     BETWEEN



                       PHOENIX EQUITY PLANNING CORPORATION



                                       AND



                      BOSTON FINANCIAL DATA SERVICES, INC.





{PAGE}



                                TABLE OF CONTENTS



                                                                            Page



1.       Terms of Appointment and Duties.......................................1



2.       Third Party Administrators for Defined Contribution Plans.............4



3.       Fees and Expenses.....................................................5



4.       Representations and Warranties of the Sub-Transfer Agent..............6



5.       Representations and Warranties of the Transfer Agent..................7



6.       Wire Transfer Operating Guidelines....................................7



7.       Data Access and Proprietary Information...............................9



8.       Indemnification......................................................10



9.       Standard of Care/Limitation of Liability.............................12



10.      Confidentiality......................................................12



11.      Covenants of the Transfer Agent and the Sub-Transfer Agent...........13



12.      Termination of Agreement.............................................13



13.      Assignment and Third Party Beneficiaries.............................14



14.      Subcontractors.......................................................15



15.      Miscellaneous........................................................15



16.      Additional Funds.....................................................17







{PAGE}



                    SUB-TRANSFER AGENCY AND SERVICE AGREEMENT

                    -----------------------------------------



AGREEMENT made as of the 1ST day of January, 2005, by and between PHOENIX EQUITY

PLANNING CORPORATION, a Connecticut corporation, having its principal office and

place of business at 56 Prospect St., Hartford, Connecticut 06115 (the "Transfer

Agent"), and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation

having its principal office and place of business at 2 Heritage Drive, North

Quincy, Massachusetts 02171 (the "Sub-Transfer Agent").



WHEREAS, the Transfer Agent has been assigned 030197 as its six-digit FINS

number by the Depository Trust Company of New York, NY ("DTC");



WHEREAS, the Transfer Agent registered with the U. S. Securities and Exchange

Commission, its appropriate regulatory authority ("ARA") and has been assigned a

seven digit number (generally beginning with an "84" or an "85") ARA number of

084-5491;



WHEREAS, the Transfer Agent has been appointed by each of the investment

companies (including each series thereof, a "Portfolio", and collectively as the

"Portfolios") listed on Schedule A (the "Fund(s)") which may be amended by the

parties from time to time and made subject to this Agreement in accordance with

Section 16, each an open-end diversified management investment company

registered under the Investment Company Act of 1940, as amended, as transfer

agent, dividend disbursing agent and shareholder servicing agent in connection

with certain activities, and the Transfer Agent has accepted each such

appointment;



WHEREAS, the Transfer Agent has entered into a Transfer Agency and Service

Agreement with each of the Funds (including each series thereof) listed on

Schedule A pursuant to which the Transfer Agent is responsible for certain

transfer agency and dividend disbursing functions and the Transfer Agent is

authorized to subcontract for the performance of its obligations and duties

thereunder in whole or in part with the Sub-Transfer Agent;



WHEREAS, the Transfer Agent is desirous of having the Sub-Transfer Agent perform

certain shareholder accounting, administrative and servicing function

(collectively "Shareholder and Record-Keeping Services");



WHEREAS, the Transfer Agent desires to appoint the Sub-Transfer Agent as its



agent, and the Sub-Transfer Agent desires to accept such appointment; and



WHEREAS, the parties hereto acknowledge and agree that the Sub-Transfer Agency

and Service Agreement between Phoenix Equity Planning Corporation and State

Street Bank and Trust Company effective June 1, 1994 is terminated as of January

1, 2005.



NOW, THEREFORE, in consideration of the mutual covenants herein contained, the

parties hereto agree as follows:



1.       Terms of Appointment; Duties

         ----------------------------



   1.1   Sub-Transfer Agency Services. Subject to the terms and conditions set

         forth in this Agreement, the Transfer Agent hereby employs and appoints

         the Sub-Transfer Agent to act as, and the Sub-Transfer Agent agrees to

         act as, the agent of the Transfer Agent for



{PAGE}



         the shares of the Funds in connection with any accumulation,

         open-account, retirement plans or similar plan provided to the

         shareholders of each Fund ("Shareholders") and set out in the currently

         effective prospectus and statement of additional information

         ("prospectus") of each such Fund, including without limitation any

         periodic investment plan or periodic withdrawal program. As used

         herein, the term "Shares" means the authorized and issued shares of

         common stock, or shares of beneficial interest, as the case may be, for

         each of the Funds (including each series thereof) enumerated in

         Schedule A. In accordance with procedures established from time to time

         by agreement between the Transfer Agent and the Sub-Transfer Agent, the

         Sub-Transfer Agent agrees that it will perform the following

         Shareholder and Record-Keeping services:



         (a) Receive for acceptance, orders for the purchase of Shares, and

         promptly deliver payment and appropriate documentation thereof to the

         Custodian of the Fund authorized pursuant to the Articles of

         Incorporation of the Fund (the "Custodian");



         (b) Pursuant to purchase orders, issue the appropriate number of Shares

         and hold such Shares in the appropriate Shareholder account;



         (c) Receive for acceptance redemption requests and redemption

         directions and deliver the appropriate documentation thereof to the

         Custodian;



         (d) In respect to the transactions in items (a), (b) and (c) above, the

         Sub-Transfer Agent shall execute transactions directly with

         broker-dealers authorized by the Fund;



         (e) At the appropriate time as and when it receives monies paid to it

         by the 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;



         (f) Effect transfers of Shares by the registered owners thereof upon

         receipt of appropriate instructions;



         (g) Prepare and transmit payments for dividends and distributions

         declared by the Fund;



         (h) Issue replacement certificates for those certificates alleged to

         have been lost, stolen or destroyed upon receipt by the Sub-Transfer

         Agent of indemnification satisfactory to the Sub-Transfer Agent and

         protecting the Sub-Transfer Agent and the Fund, and the Sub-Transfer

         Agent at its option, may issue replacement certificates in place of

         mutilated stock certificates upon presentation thereof and without such

         indemnity;



         (i) Issue replacement checks and place stop orders on original checks

         based on Shareholder's representation that a check was not received or

         was lost. Such stop orders and replacements will be deemed to have been

         made at the request of the Transfer Agent, and the Transfer Agent shall

         be responsible for all losses or claims resulting from such

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