<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>pnx80333-exhibit2.txt
<DESCRIPTION>CERTIFICATE OF SECRETARY
<TEXT>

                                                                       Exhibit 2

                            CERTIFICATE OF SECRETARY

                          THE PHOENIX EDGE SERIES FUND


         The undersigned, Noreen M. O'Connell, being the Assistant Secretary of
The Phoenix Edge Series Fund, a Massachusetts business trust (the "Fund"),
hereby certifies that the following resolutions were adopted by the Board of
Trustees of the Fund at its meeting on November 13-14, 2006 and that said
resolutions have not been rescinded or modified and are in effect on the date
hereof:

         Upon motion duly made and seconded, the following resolutions were
unanimously adopted, first by a majority of the Disinterested Trustees of the
Fund, as that term is defined in Section 2(a)(19) of the 1940 Act, and then by a
majority of the entire Board:

RESOLVED:         That, due consideration having been given to the value of the
                  aggregate assets of the Fund to which any officer or employee
                  of the Fund may have access, the type and terms of the
                  arrangements made for the custody and safekeeping of such
                  assets, and the nature of the securities in the Fund, it is
                  hereby determined that a Fidelity Bond as presented to the
                  Meeting will adequately protect the Funds against larceny and
                  embezzlement by any officer or employee of the Fund and is in
                  the best interest of the Fund and shareholders, and is hereby
                  ratified and adopted;

FURTHER
RESOLVED:         That it is hereby determined that the acquisition of the
                  2006-2007 Investment Adviser/Mutual Fund Professional
                  Liability Policies ("E&O/D&O") and Independent Director's
                  Liability Policy in favor of the insureds named therein,
                  including the Funds, will adequately protect the Fund against
                  errors and omissions by any officer or Trustee of the Fund,
                  that such coverage is in the best interest of the Fund and
                  shareholders and that such coverage in the amount as presented
                  to the Meeting is hereby ratified and adopted;

FURTHER
RESOLVED:         That due consideration having been given in the amount of the
                  Fidelity Bond, the Investment Adviser/Mutual Fund Professional
                  Liability Policies (E&O/D&O) and Independent Director's
                  Liability Policy, the coverage of investment advisers and
                  distributors of the Fund in addition to the Fund, and the
                  nature of the activities of such additional insureds, it is
                  hereby determined that an allocation of the aggregate premiums
                  to the Fund, on the basis of their aggregate assets is fair
                  and reasonable;

FURTHER
RESOLVED:         That the Amended and Restated Joint Insured Bond Agreement
                  between the Fund, its affiliated advisers, Phoenix Equity
                  Planning Corporation and Phoenix Investment Partners, Ltd. is
                  hereby ratified; and


<PAGE>

                                                                       Exhibit 2

FURTHER
RESOLVED:         That the officers of the Fund be, and they hereby are,
                  authorized to acquiesce in the inclusion of other parties to
                  the Fidelity Bond and to the Investment Adviser/Mutual Fund
                  Professional Liability Policies (E&O/D&O) and Independent
                  Director's Liability Policy and the addition of parties to the
                  Amended and Restated Joint Insured Bond Agreement, from time
                  to time, in each case upon the advice of counsel and without
                  further approval, provided however, that in the case of the
                  Investment Company Blanket Bond, the minimum coverage for each
                  fund insured by such bond be, in the aggregate, not less than
                  125% of the required amount.


         IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of
January 2007.

                          THE PHOENIX EDGE SERIES FUND


                          By:      /s/ Noreen M. O'Connell
                             --------------------------------
                          Name: Noreen M. O'Connell
                          Title: Assistant Secretary


<PAGE>

                                                                       Exhibit 2

                            CERTIFICATE OF SECRETARY
                                       OF
                              PHOENIX ADVISER TRUST
                               PHOENIX ASSET TRUST
                         PHOENIX CA TAX-EXEMPT BOND FUND
                           PHOENIX EQUITY SERIES FUND
                              PHOENIX EQUITY TRUST
                       PHOENIX INSTITUTIONAL MUTUAL FUNDS
                         PHOENIX INVESTMENT SERIES FUND
                           PHOENIX INVESTMENT TRUST 06
                           PHOENIX INVESTMENT TRUST 97
                          PHOENIX MULTI-PORTFOLIO FUND
                           PHOENIX MULTI-SERIES TRUST
                           PHOENIX OPPORTUNITIES TRUST
                               PHOENIX PHOLIOs(SM)
                               PHOENIX PORTFOLIOS
                               PHOENIX SERIES FUND
                      PHOENIX STRATEGIC EQUITY SERIES FUND
                               (EACH THE "TRUST")

     The undersigned, Kevin J. Carr, being the Vice President, Chief Legal
Officer, Counsel and Secretary of the Trust, a Delaware statutory trust (the
"Trust"), hereby certifies that attached hereto is a true and correct copy of
resolutions adopted by the Board of Trustees of the Trust on November 15, 2006.

     IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of
March, 2007.




                                    By:    /s/ Kevin J. Carr
                                       --------------------------------
                                    Name:  Kevin J. Carr
                                    Title: Vice President, Chief Legal Officer,
                                             Counsel and Secretary


<PAGE>

                                                                       Exhibit 2

RESOLVED:   That, due consideration having been given to the value of the
            aggregate assets of the Fund to which any officer or employee of the
            Funds may have access, the type and terms of the arrangements made
            for the custody and safekeeping of such assets, and the nature of
            the securities in the Fund, it is hereby determined that a Fidelity
            Bond in an amount as presented to the Meeting will adequately
            protect the Funds against larceny and embezzlement by any officer or
            employee of the Funds, is in the best interest of the Funds and
            shareholders, and is hereby ratified and approved;

FURTHER
RESOLVED:   That it is hereby determined that the acquisition of the 2006-2007
            Investment Adviser/Mutual Fund Professional Liability Policies
            (E&O/D&O) and Independent Director's Liability Policy in favor of
            the insureds named therein, including the Funds, will adequately
            protect the Funds against errors and omissions by any officer or
            Trustee of the Funds, that such coverage is in the best interest of
            the Funds and shareholders and that such coverage in the amount as
            presented to the Meeting is hereby ratified and approved;

FURTHER
RESOLVED:   That due consideration having been given in the amount of the
            Fidelity Bond, the Investment Adviser/Mutual Fund Professional
            Liability Policies (E&O/D&O) and Independent Director's Liability
            Policy, the coverage of investment advisers and distributors of the
            Funds in addition to the Funds, and the nature of the activities of
            such additional insureds, it is hereby determined that an allocation
            of the aggregate premiums to the Funds, on the basis of their
            aggregate assets as presented to the meeting is fair and reasonable;

FURTHER
RESOLVED:   That the Amended and Restated Joint Insured Bond Agreement between
            the Funds, their affiliated advisers, Phoenix Equity Planning
            Corporation and Phoenix Investment Partners, Ltd. is hereby
            ratified; and

FURTHER
RESOLVED:   That the officers of the Funds be, and they hereby are, authorized
            to acquiesce in the inclusion of other parties to the Fidelity Bond
            and to the Investment Adviser/Mutual Fund Professional Liability
            Policies (E&O/D&O) and Independent Director's Liability Policy and
            the addition of parties to the Amended and Restated Joint Insured
            Bond Agreement, from time to time, in each case upon the advice of
            counsel and without further approval, provided however, that in the
            case of the Fidelity Bond, the minimum coverage for each fund
            insured by such bond be, in the aggregate, not less than 125% of the
            required amount.


<PAGE>



                                                                       Exhibit 2
                            CERTIFICATE OF SECRETARY
                                       OF
                           PHOENIX INSIGHT FUNDS TRUST
                                  (THE "TRUST")

     The undersigned, Kevin J. Carr, being the Vice President, Chief Legal
Officer, Counsel and Secretary of the Trust, a Massachusetts business trust (the
"Trust"), hereby certifies that attached hereto is a true and correct copy of
resolutions adopted by the Board of Trustees of the Trust on November 15, 2006.

     IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of
March, 2007.



                                    By:    /s/ Kevin J. Carr
                                       --------------------------------
                                    Name:  Kevin J. Carr
                                    Title: Vice President, Chief Legal Officer,
                                             Counsel and Secretary


<PAGE>
                                                                       Exhibit 2


RESOLVED:   That, due consideration having been given to the value of the
            aggregate assets of the Fund to which any officer or employee of the
            Funds may have access, the type and terms of the arrangements made
            for the custody and safekeeping of such assets, and the nature of
            the securities in the Fund, it is hereby determined that a Fidelity
            Bond in an amount as presented to the Meeting will adequately
            protect the Funds against larceny and embezzlement by any officer or
            employee of the Funds, is in the best interest of the Funds and
            shareholders, and is hereby ratified and approved;

FURTHER
RESOLVED:   That it is hereby determined that the acquisition of the 2006-2007
            Investment Adviser/Mutual Fund Professional Liability Policies
            (E&O/D&O) and Independent Director's Liability Policy in favor of
            the insureds named therein, including the Funds, will adequately
            protect the Funds against errors and omissions by any officer or
            Trustee of the Funds, that such coverage is in the best interest of
            the Funds and shareholders and that such coverage in the amount as
            presented to the Meeting is hereby ratified and approved;

FURTHER
RESOLVED:   That due consideration having been given in the amount of the
            Fidelity Bond, the Investment Adviser/Mutual Fund Professional
            Liability Policies (E&O/D&O) and Independent Director's Liability
            Policy, the coverage of investment advisers and distributors of the
            Funds in addition to the Funds, and the nature of the activities of
            such additional insureds, it is hereby determined that an allocation
            of the aggregate premiums to the Funds, on the basis of their
            aggregate assets as presented to the meeting is fair and reasonable;

FURTHER
RESOLVED:   That the Amended and Restated Joint Insured Bond Agreement between
            the Funds, their affiliated advisers, Phoenix Equity Planning
            Corporation and Phoenix Investment Partners, Ltd. is hereby
            ratified; and

FURTHER
RESOLVED:   That the officers of the Funds be, and they hereby are, authorized
            to acquiesce in the inclusion of other parties to the Fidelity Bond
            and to the Investment Adviser/Mutual Fund Professional Liability
            Policies (E&O/D&O) and Independent Director's Liability Policy and
            the addition of parties to the Amended and Restated Joint Insured
            Bond Agreement, from time to time, in each case upon the advice of
            counsel and without further approval, provided however, that in the
            case of the Fidelity Bond, the minimum coverage for each fund
            insured by such bond be, in the aggregate, not less than 125% of the
            required amount.

<PAGE>


                                                                       Exhibit 2

                            CERTIFICATE OF SECRETARY
                                       OF
                            DTF TAX-FREE INCOME INC.
               DUFF & PHELPS UTILITY AND CORPORATE BOND TRUST INC.
                               (EACH, THE "FUND")

     The undersigned, T. Brooks Beittel, being the Secretary of each Fund, each
a Maryland corporation, hereby certifies that attached hereto is a true and
correct copy of resolutions adopted by the Board of Directors of each Fund on
November 9, 2006.

     IN WITNESS WHEREOF, I have hereunto set my hand this 7 day of February,
2007.



                                    By:    /s/ T. Brooks Beittel
                                       -----------------------------------
                                    Name:  T. Brooks Beittel
                                    Title: Secretary




<PAGE>

                                                                       Exhibit 2


           APPROVAL OF AUTHORIZATION OF RENEWAL OF JOINT FIDELITY BOND

     RESOLVED, that the Fund's continued participation, jointly with the
Adviser, affiliates of the Adviser and other funds advised by the Adviser and
its affiliates, in the Joint Fidelity Bond consisting of two $15,000,000
Financial Companies Blanket Bonds, issued by ACE USA and The Hartford,
respectively, and providing a total coverage of $30,000,000, is hereby approved,
with due consideration having been given to all relevant factors including, but
not limited to, the value of the aggregate assets of the Fund to which any
covered person may have access, the type and terms of the arrangements made for
the custody and safekeeping of such assets and the nature of the securities
named in the Fund's portfolio;

     FURTHER RESOLVED, that the allocation to the Fund of a portion of the
premium for the Joint Fidelity Bond in accordance with the following formula:
50% to the individual funds, allocated based on gross assets at August 31, 2006,
25% to the investment advisers and 25% to the distributor - is hereby approved,
with due consideration having been given to all relevant factors including, but
not limited to, the number of the other parties named as insured, the nature of
the business activities of such other parties, the amount of the joint insured
bond, and the amount of the premium for such bond, the ratable allocation of the
premium among all parties named as insureds, and the Board's belief that the
share of the premium allocated to the Fund is less than the premium the Fund
would have had to pay if it had provided and maintained a single insured bond;

     FURTHER RESOLVED, that the renewal of the Joint Insured Bond Agreement is
hereby approved as being in the best interests of the Fund and its shareholders;

     FURTHER RESOLVED, that the Secretary of the Fund is designated as the
officer responsible for making or causing to be made, on behalf of the Fund, any
filings and giving any notices required by Rule 17g-1 under the 1940 Act with
respect to the Joint Fidelity Bond and Joint Insured Bond Agreement;

<PAGE>


                                                                       Exhibit 2

                            CERTIFICATE OF SECRETARY
                                       OF
                           DNP SELECT INCOME FUND INC.
                                  (THE "FUND")

     The undersigned, T. Brooks Beittel, being the Secretary of the Fund, a
Maryland corporation, hereby certifies that attached hereto is a true and
correct copy of resolutions adopted by the Board of Directors of the Fund on
November 10, 2006.

     IN WITNESS WHEREOF, I have hereunto set my hand this 7 day of February,
2007.



                                    By:    /s/ T. Brooks Beittel
                                       ----------------------------------
                                    Name:  T. Brooks Beittel
                                    Title: Secretary




<PAGE>

                                                                       Exhibit 2


           APPROVAL OF AUTHORIZATION OF RENEWAL OF JOINT FIDELITY BOND

     RESOLVED, that the Fund's continued participation, jointly with the
Adviser, affiliates of the Adviser and other funds advised by the Adviser and
its affiliates, in the Joint Fidelity Bond consisting of two $15,000,000
Financial Companies Blanket Bonds, issued by ACE USA and The Hartford,
respectively, and providing a total coverage of $30,000,000, is hereby approved,
with due consideration having been given to all relevant factors including, but
not limited to, the value of the aggregate assets of the Fund to which any
covered person may have access, the type and terms of the arrangements made for
the custody and safekeeping of such assets and the nature of the securities
named in the Fund's portfolio;

     FURTHER RESOLVED, that the allocation to the Fund of a portion of the
premium for the Joint Fidelity Bond in accordance with the following formula:
50% to the individual funds, allocated based on gross assets at August 31, 2006,
25% to the investment advisers and 25% to the distributor - is hereby approved,
with due consideration having been given to all relevant factors including, but
not limited to, the number of the other parties named as insured, the nature of
the business activities of such other parties, the amount of the joint insured
bond, and the amount of the premium for such bond, the ratable allocation of the
premium among all parties named as insureds, and the Board's belief that the
share of the premium allocated to the Fund is less than the premium the Fund
would have had to pay if it had provided and maintained a single insured bond;

     FURTHER RESOLVED, that the renewal of the Joint Insured Bond Agreement is
hereby approved as being in the best interests of the Fund and its shareholders;

     FURTHER RESOLVED, that the Secretary of the Fund is designated as the
officer responsible for making or causing to be made, on behalf of the Fund, any
filings and giving any notices required by Rule 17g-1 under the 1940 Act with
respect to the Joint Fidelity Bond and Joint Insured Bond Agreement;


<PAGE>

                                                                       Exhibit 2

                            CERTIFICATE OF SECRETARY
                                       OF
                              THE ZWEIG FUND, INC.
                        THE ZWEIG TOTAL RETURN FUND, INC.
                               (each, the "Fund")

         The undersigned, Kevin J. Carr, being the Chief Legal Officer and
Secretary of each Fund, each a Maryland corporation, hereby certifies that
attached hereto is a true and correct copy of resolutions adopted by the Board
of Directors of each Fund on February 20, 2007.

         IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of March,
2007.



                                    By:      /s/ Kevin J. Carr
                                       -----------------------------------------
                                    Name:    Kevin J. Carr
                                    Title:   Chief Legal Officer and Secretary




<PAGE>

                                                                       Exhibit 2

     RESOLVED, that the appropriate officers of the Funds be, and each of them
hereby is, authorized, empowered and directed to provide and maintain a Joint
Insured Fidelity Bond, a copy of which has been presented to and reviewed at
this meeting and ordered filed with the records of this meeting as Exhibit 4
hereto, with the various Phoenix funds and their respective investment advisers
and distributors (the "Joint Bond") in compliance with the provisions of Rule
17g-1 under the Investment Company Act of 1940;

     RESOLVED, that, after consideration of all factors deemed relevant by the
Board of Directors, the Joint Bond be in the amount of $30,000,000;

     RESOLVED, that the appropriate officers of the Funds be, and each of them
hereby is, authorized, empowered and directed to enter into an agreement with
all of the other named insureds of the Joint Bond, providing that in the event
recovery is received under the Joint Bond as a result of a loss sustained by ZF
and/or ZTR and one or more of the other named insureds, the Fund(s) shall
receive an equitable and proportionate share of the recovery, but at least equal
to the amount which it would have received had it provided and maintained a
single insured bond with the minimum coverage required by law, in the form of
agreement presented to and reviewed at this meeting and ordered filed with the
records of this meeting as Exhibit 4 hereto;

     RESOLVED, that the portion of the premium for the Joint Bond paid by each
Fund be, and hereby is, approved taking all relevant factors into consideration
including, but not limited to, the number of the other parties named as insured,
the nature of the business activities of such other parties, the amount of the
Joint Bond, and the amount of the premium for such Joint Bond, the ratable
allocation of the premium among all parties named as insureds, and the extent to
which the share of the premium allocated to each Fund is less than the premium
the Fund would have had to pay if it had provided and maintained a single
insured bond;

     RESOLVED, that all of the actions taken by the officers of the Funds prior
to the date hereof in providing and maintaining the Joint Bond be, and they
hereby are, ratified, confirmed and approved in all respects;

     RESOLVED, that Kevin Carr, Secretary of the Funds, be, and hereby is,
designated as the officer responsible for making the necessary filings and
giving the notices required by paragraph (g) of Rule 17g-1 under the Investment
Company Act of 1940; and

     RESOLVED, that the appropriate officers of the Funds be, and each of them
hereby is, authorized, empowered and directed to take all such action and to
enter into, execute and deliver, on behalf of the Funds, all such further
agreements and documents as, in their discretion, they shall deem necessary,
advisable, proper or expedient in order to accomplish the purpose and intent of
the foregoing resolutions, the execution and delivery of such documents to be
conclusive evidence of such approval.








</TEXT>
</DOCUMENT>
