EXHIBIT d.3

SECOND AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT

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

1. The Phoenix Pathfinder Fund, the Phoenix Relative Value Fund and the Phoenix Total Value Return Fund will each become a series of the Trust.

2. The name Phoenix-Aberdeen Worldwide Opportunities Fund has been changed to Phoenix Worldwide Strategies Fund.

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/ John H. Beers
    -------------------------------
Name:    John H. Beers
Title:   Vice President and Clerk

PHOENIX EQUITY TRUST

By:      /s/ Francis G. Waltman
    -------------------------------
Name:    Francis G. Waltman
Title:    Senior Vice President

            SERIES                                             INVESTMENT ADVISORY FEE
            ------                                             -----------------------

Phoenix Mid-Cap Value Fund                                               0.75%

Phoenix Pathfinder Fund                                                  0.80%

Phoenix Relative Value Fund                                              0.80%

Phoenix Total Value Fund                                                 0.80%



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

Phoenix Worldwide Strategies Fund                   0.85%                0.80%              0.75%

Phoenix Investment Counsel, Inc. has contractually agreed to waive fees in the amount of 0.10% beginning on June 3, 2005 (the date shareholders approved a new fee schedule to the Amended and Restated Investment Advisory Agreements) and ending October 1, 2006.

EXHIBIT d.6

PHOENIX EQUITY TRUST
PHOENIX WORLDWIDE STRATEGIES FUND

SUBADVISORY AGREEMENT

PHOENIX EQUITY TRUST
PHOENIX WORLDWIDE STRATEGIES FUND

July 1, 2005

Acadian Asset Management, Inc.
One Post Office Square
Boston, Massachusetts 02109

RE: SUBADVISORY AGREEMENT

Ladies and Gentlemen:

Phoenix Equity Trust (the "Fund") is a diversified 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 Worldwide Strategies Fund (previously known as Phoenix-Aberdeen Worldwide Opportunities Fund) (collectively, sometimes hereafter referred to as the "Series").

Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series.

1. Employment as a Subadviser. The Adviser, being duly authorized, hereby employs Acadian Asset Management, Inc. (the "Subadviser") as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Adviser on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner in the Subadviser's performance hereunder.

2. Acceptance of Employment; Standard of Performance. The Subadviser accepts its employment as a discretionary series Adviser of the Series and agrees to use its best professional judgment to make investment decisions for the Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof.

3. Services of Subadviser. In providing management services to the Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Series and as set forth in the Fund's then current prospectus ("Prospectus") and statement of additional information ("Statement of Additional Information") filed with the Securities and Exchange Commission (the "SEC") as part of the Fund's Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the

supervision and control of the Trustees of the Fund (the "Trustees"), and to instructions from the Adviser. The Subadviser shall not, without the Fund's prior written approval, effect any transactions that would cause the Series at the time of the transaction to be out of compliance with any of such restrictions or policies.

4. Transaction Procedures. All series transactions for the Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.

5. Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed.

A. In placing orders for the sale and purchase of Series securities for the Fund, the Subadviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a "best execution" market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction.

B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios it manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Fund with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders shall be allocated to the account of each portfolio managed by the Subadviser that bought or

sold such securities at the average execution price. If less than the total of the aggregated orders is executed, purchased securities or proceeds shall generally be allocated pro rata among the participating portfolios in proportion to their planned participation in the aggregated orders. Further, in the event not all portfolios are allocated the entire number of securities sought to be bought or sold on behalf of such portfolio, it is possible that no portfolio will be deemed to have purchased or sold the entire number of securities sought to be purchased or sold on behalf of such portfolio.

C. The Subadviser shall not execute any Series transactions for the Series with a broker or dealer that is an "affiliated person" (as defined in the Act) of the Fund, the Subadviser or the Adviser without the prior written approval of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are "affiliated persons" of the Fund or the Adviser.

6. Proxies. The Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets of the Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Series to file Form N-PX as required by Rule 30b1-4 under the Act.

7. Prohibited Conduct. In providing the services described in this Agreement, the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to any investment company sponsored by Phoenix Investment Partners, Ltd. regarding transactions for the Fund in securities or other assets. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party.

8. Information and Reports.

A. The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser's management of the Series during the most recently completed quarter, to include written communication that the Series is in compliance with its investment objectives and practices, the Act and applicable

rules and regulations under the Act, and the requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and otherwise in such form as may be mutually agreed upon by the Subadviser and the Adviser.

B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser's or the Subadviser's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons.

C. The Subadviser shall also provide the Adviser with any information reasonably requested regarding its management of the Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC.

9. Fees for Services. The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser.

10. Limitation of Liability. The Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a breach of the investment objectives, policies and restrictions applicable to the Series and that such acts or omissions shall not have resulted from the Subadviser's willful misfeasance, bad faith or gross negligence, or a breach of its duty or of its obligations hereunder (provided, however, that the foregoing shall not be construed to protect the Subadviser from liability under the Act).

11. Confidentiality. Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Series and the actions of the Subadviser and the Fund in respect thereof.

12. Assignment. This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser.

13. Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees that:

A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act").

B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation.

C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rules 204A-1 and 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no violation of its Code of Ethics, or the code of ethics of the Fund, or if such a violation has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish a written report which complies with the requirements of Rules 204A-1(b) and 17j-1 concerning the Subadviser's Code of Ethics to the Fund and the Adviser. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph.

D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Fund could affect the Fund, by the Fund, of "federal securities laws" (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information requested by the Fund. The Subadviser agrees to cooperate with periodic reviews by the Fund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Fund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Series.

E. Reference is hereby made to the Declaration of Trust dated August 17, 2000 establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "Phoenix Equity Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate.

14. Amendment. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, and E, is subject to the approval of the Trustees and the shareholders of the Fund as and to the extent required by the Act.

15. Effective Date; Term. This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until November 30, 2006. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof.

16. Termination. This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a breach of any provision thereof by a party so notified, or otherwise upon thirty (30) days' written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties.

17. Applicable Law. To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware.

18. Severability. If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

19. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery

service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.

(a) To Phoenix at:

Phoenix Investment Counsel, Inc. 56 Prospect Street
Hartford, CT 06115
Attn: John H. Beers, Vice President and Clerk Telephone: (860) 403-5050 Facsimile: (860) 403-7251 Email: john.beers@phoenixwm.com

(b) To Acadian at:

Acadian Asset Management, Inc. One Post Office Square
Boston, Massachusetts 02109 Attn: Churchill G. Franklin, Executive Vice President Telephone: (617) 850-3530 Facsimile: (617) 850-3630
Email: cfranklin@acadian-asset.com

20. Certifications. The Subadviser hereby warrants and represents that it will provide the requisite certifications requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR as required under the Sarbanes-Oxley Act of 2002. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E.

21. Indemnification. The Adviser agrees to indemnify and hold harmless the Subadviser and the Subadviser's directors, officers, employees and agents from and against any and all losses, liabilities, claims, damages, and expenses whatsoever, including reasonable attorneys' fees (collectively, "Losses"), arising out of or relating to (i) any breach by the Adviser of any provision of this Agreement; (ii) the negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Adviser; (iii) any violation by the Adviser of any law or regulation relating to its activities under this Agreement; and (iv) any dispute between the Adviser and any Fund shareholder, except to the extent that such Losses result from the gross negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Subadviser.

22. Receipt of Disclosure Document. The Fund acknowledges receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser's Form ADV containing certain information concerning the Subadviser and the nature of its business.

PHOENIX EQUITY TRUST

By:      /s/ Francis G. Waltman
     ------------------------------
     Name:  Francis G. Waltman
     Title: Senior Vice President

PHOENIX INVESTMENT COUNSEL, INC.

By:      /s/ John H. Beers
     --------------------------------
     Name:  John H. Beers
     Title: Vice President and Clerk

ACCEPTED:

ACADIAN ASSET MANAGEMENT, INC.

By:     /s/ Ronald D. Frashire
    ----------------------------------------
    Name:  Ronald D. Frashire
    Title: President

SCHEDULES:        A.       Operational Procedures
                  B.       Record Keeping Requirements
                  C.       Fee Schedule
                  D.       Subadviser Functions
                  E.       Form of Sub-Certification

OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a flow of information to be supplied to Brown Brothers Harriman & Co. (the "Custodian") and PFPC, Inc., (the "Sub-Accounting Agent") for the Fund.

The Subadviser must furnish the Custodian and the Sub-Accounting Agent, with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5 p.m. (Eastern Standard time) on the day of the trade (confirmation received from broker). The necessary information can be sent via facsimile machine to the Custodian and the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following:

1. Purchase or sale;
2. Security name;
3. CUSIP number, ISIN or Sedols (as applicable);
4. Number of shares and sales price per share;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed;
14. Identified tax lot (if applicable); and
15. Trade commission reason: best execution, soft dollar or research.

When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be maintained in the name of the Fund. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection. This will normally be done by email so that the Subadviser will know the amount available for investment purposes.

RECORDS TO BE MAINTAINED BY THE SUBADVISER

1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include:

A. The name of the broker;
B. The terms and conditions of the order and of any modifications or cancellations thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on behalf of the Fund.

2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record:

A. Shall include the consideration given to:

(i) The sale of shares of the Fund by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers to:
(a) The Fund,
(b) The Adviser,
(c) The Subadviser, and
(d) Any person other than the foregoing.
(iii) Any other consideration other than the technical qualifications of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation.
D. The name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation.

3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or

authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.*

4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment Advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser's transactions for the Fund.

5. Records as necessary under Board approved Phoenix Funds' valuation policies and procedures.

* Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review

SUBADVISORY FEE

(a) For services provided to the Fund, the Adviser will pay to the Subadviser, on or before the 10th day of each month, a fee, payable in arrears, at the annual rate stated below. The fees shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset value of the Fund and each Series shall be valued as set forth in the then current registration statement of the Fund.

(b) The fee to be paid to the Subadviser is the combined average daily net asset value of the Phoenix International Strategies Fund (previously known as Phoenix-Aberdeen International Fund) a series of the Phoenix Multi-Portfolio Fund and the Phoenix Worldwide Strategies Fund (previously known as Phoenix-Aberdeen Worldwide Opportunities Fund) a series of the Phoenix Equity Trust, managed by the Subadviser. The fee is as follows:

------------------------------------------------- ----------------------------------------
            AVERAGE DAILY NET ASSETS                    ANNUAL RATE PERCENTAGE (%)
------------------------------------------------- ----------------------------------------
Up to $200 Million                                                 0.50%
------------------------------------------------- ----------------------------------------
$200 Million to $500 Million                                       0.40%
------------------------------------------------- ----------------------------------------
Over $500 Million                                                  0.35%
------------------------------------------------- ----------------------------------------

SUBADVISER FUNCTIONS

With respect to managing the investment and reinvestment of the Series' assets, the Subadviser shall provide, at its own expense:

(a) An investment program for the Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser;

(b) Implementation of the investment program for the Series based upon the foregoing criteria;

(c) Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund's code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Series assets in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Series and governing laws; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered "illiquid" for the purposes of complying with the Series' limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and, vi) the implementation of the Series' investment program, including, without limitation, analysis of Series performance;

(d) Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees;

(e) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and

(f) Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment Adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise.

(g) Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings.

Re:      Form N-CSR Certification for the [Name of Series].

From:    [Name of Subadviser]

         Representations in support of Investment Company Act Rule 30b1-5
         certifications of Form N-CSR.

         [Name of Series].

         In connection with your certification responsibility under Rule 30b1-5
         and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have
         reviewed the following information presented for the period ended [Date
         of Reporting Period] (the "Reports") which forms part of the N-CSR for
         the Funds.

Schedule of Investments (the "Reports")

Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.

In addition, our organization has:

a. Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual funds.

b. Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective.

c. In addition, to the best of my knowledge there has been no fraud, whether, or not material, that involves our organization's management or other employees who have a significant role in our organization's control and procedures as they relate to our duties as sub-adviser to the Funds.

I have read the draft of the Reports which I understand to be current as of
[Date of Reporting Period] and based on my knowledge, such drafts of the Reports do not, with respect to the Funds, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Reports.

I have disclosed, based on my most recent evaluation, to the Fund's Chief Accounting Officer:

a. All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser's internal controls and procedures which could adversely affect the Adviser's ability to record, process, summarize and report financial data in a timely fashion;

b. Any fraud, whether or not material, that involves the Subadviser's management or other employees who have significant role in the Subadviser's internal controls and procedures for financial reporting.

I certify that to the best of my knowledge:

a. The Subadviser's portfolio manager have complied with the restrictions and reporting requirements of the Code of Ethics (the "Code"). The term Portfolio Manager is as defined in the Code.

b. The Subadviser has complied with the prospectus and SAI of the Funds and the Policies and Procedures of the Funds as adopted by the Fund's Board of Trustees.

c. I have no knowledge of any compliance violations except as disclosed in writing to the Phoenix Compliance Department by me or by the Subadviser's compliance administrator.

d. The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Fund as outlined above.

This certification relates solely to the Funds named above and may not be relied upon by any other fund or entity.

The Subadviser does not maintain the official books and records of the above Funds. The sub-Subadviser's records are based on its own portfolio management system, a record-keeping system that is not intended to service as the Funds' official accounting system. The Subadviser is not responsible for the preparation of the Reports.

[Name of Authorized Signature] Date

EXHIBIT d.8

PHOENIX EQUITY TRUST
PHOENIX PATHFINDER FUND

SUBADVISORY AGREEMENT

PHOENIX EQUITY TRUST
PHOENIX PATHFINDER FUND

July 29, 2005

Acadian Asset Management, Inc.
One Post Office Square
Boston, Massachusetts 02109

RE: SUBADVISORY AGREEMENT

Ladies and Gentlemen:

Phoenix Equity Trust (the "Fund") is a diversified 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 Pathfinder Fund (collectively, sometimes hereafter referred to as the "Series").

Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series.

1. Employment as a Subadviser. The Adviser, being duly authorized, hereby employs Acadian Asset Management, Inc. (the "Subadviser") as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Adviser on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner in the Subadviser's performance hereunder.

2. Acceptance of Employment; Standard of Performance. The Subadviser accepts its employment as a discretionary series Adviser of the Series and agrees to use its best professional judgment to make investment decisions for the Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof.

3. Services of Subadviser. In providing management services to the Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Series and as set forth in the Fund's then current prospectus ("Prospectus") and statement of additional information ("Statement of Additional Information") filed with the Securities and Exchange Commission (the "SEC") as part of the Fund's Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees of the Fund (the "Trustees"), and to instructions

from the Adviser. The Subadviser shall not, without the Fund's prior written approval, effect any transactions that would cause the Series at the time of the transaction to be out of compliance with any of such restrictions or policies.

4. Transaction Procedures. All series transactions for the Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.

5. Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed.

A. In placing orders for the sale and purchase of Series securities for the Fund, the Subadviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a "best execution" market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction.

B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios it manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Fund with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities at the average execution price. If less than the total of the

aggregated orders is executed, purchased securities or proceeds shall generally be allocated pro rata among the participating portfolios in proportion to their planned participation in the aggregated orders. Further, in the event not all portfolios are allocated the entire number of securities sought to be bought or sold on behalf of such portfolio, it is possible that no portfolio will be deemed to have purchased or sold the entire number of securities sought to be purchased or sold on behalf of such portfolio.

C. The Subadviser shall not execute any Series transactions for the Series with a broker or dealer that is an "affiliated person" (as defined in the Act) of the Fund, the Subadviser or the Adviser without the prior written approval of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are "affiliated persons" of the Fund or the Adviser.

6. Proxies. The Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets of the Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Series to file Form N-PX as required by Rule 30b1-4 under the Act.

7. Prohibited Conduct. In providing the services described in this Agreement, the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to any investment company sponsored by Phoenix Investment Partners, Ltd. regarding transactions for the Fund in securities or other assets. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party.

8. Information and Reports.

A. The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser's management of the Series during the most recently completed quarter, to include written communication that the Series is in compliance with its investment objectives and practices, the Act and applicable rules and regulations under the Act, and the requirements of Subchapter M under the

Internal Revenue Code of 1986, as amended, and otherwise in such form as may be mutually agreed upon by the Subadviser and the Adviser.

B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser's or the Subadviser's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons.

C. The Subadviser shall also provide the Adviser with any information reasonably requested regarding its management of the Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC.

9. Fees for Services. The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser.

10. Limitation of Liability. The Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a breach of the investment objectives, policies and restrictions applicable to the Series and that such acts or omissions shall not have resulted from the Subadviser's willful misfeasance, bad faith or gross negligence, or a breach of its duty or of its obligations hereunder (provided, however, that the foregoing shall not be construed to protect the Subadviser from liability under the Act).

11. Confidentiality. Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Series and the actions of the Subadviser and the Fund in respect thereof.

12. Assignment. This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser.

13. Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees that:

A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act").

B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation.

C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rules 204A-1 and 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no violation of its Code of Ethics, or the code of ethics of the Fund pertaining to the section on Unlawful Actions, or if such a violation has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish a written report which complies with the requirements of Rules 204A-1(b) and 17j-1 concerning the Subadviser's Code of Ethics to the Fund and the Adviser. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph.

D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Fund could affect the Fund, by the Fund, of "federal securities laws" (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information requested by the Fund. The Subadviser agrees to cooperate with periodic reviews by the Fund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Fund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Series.

E. Reference is hereby made to the Declaration of Trust dated August 17, 2000 establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "Phoenix Equity Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate.

14. Amendment. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, and E, is subject to the approval of the Trustees and the shareholders of the Fund as and to the extent required by the Act.

15. Effective Date; Term. This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until November 30, 2006. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof.

16. Termination. This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a breach of any provision thereof by a party so notified, or otherwise upon thirty (30) days' written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties.

17. Applicable Law. To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware.

18. Severability. If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

19. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery

service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.

(a) To Phoenix at:

Phoenix Investment Counsel, Inc. 56 Prospect Street
Hartford, CT 06115
Attn: John H. Beers, Vice President and Clerk Telephone: (860) 403-5050
Facsimile: (860) 403-7251
Email: john.beers@phoenixwm.com

(b) To Acadian at:

Acadian Asset Management, Inc.

One Post Office Square
Boston, Massachusetts 02109 Attn: Churchill G. Franklin, Executive Vice President Telephone: (617) 850-3530
Facsimile: (617) 850-3630
Email: cfranklin@acadian-asset.com

20. Certifications. The Subadviser hereby warrants and represents that it will provide the requisite certifications requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR as required under the Sarbanes-Oxley Act of 2002. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E.

21. Indemnification. The Adviser agrees to indemnify and hold harmless the Subadviser and the Subadviser's directors, officers, employees and agents from and against any and all losses, liabilities, claims, damages, and expenses whatsoever, including reasonable attorneys' fees (collectively, "Losses"), arising out of or relating to (i) any breach by the Adviser of any provision of this Agreement; (ii) the negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Adviser; (iii) any violation by the Adviser of any law or regulation relating to its activities under this Agreement; and (iv) any dispute between the Adviser and any Fund shareholder, except to the extent that such Losses result from the gross negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Subadviser.

22. Receipt of Disclosure Document. The Fund acknowledges receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser's Form ADV containing certain information concerning the Subadviser and the nature of its business.

PHOENIX EQUITY TRUST

By:      /s/ George R. Aylward
    -----------------------------
      Name:  George R. Aylward
      Title: Executive Vice President

PHOENIX INVESTMENT COUNSEL, INC.

By:      /s/ John H. Beers
   --------------------------------
    Name:  John H. Beers
    Title: Vice President and Clerk

ACCEPTED:

ACADIAN ASSET MANAGEMENT, INC.

By:   /s/ Gary L. Bergstrom
   ----------------------------------------
   Name: Gary L. Bergstrom
   Title:   Chairman

SCHEDULES:      A.    Operational Procedures
                B.    Record Keeping Requirements
                C.    Fee Schedule
                D.    Subadviser Functions
                E.    Form of Sub-Certification

OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a flow of information to be supplied to State Street Bank and Trust Company (the "Custodian") and PFPC, Inc., (the "Sub-Accounting Agent") for the Fund.

The Subadviser must furnish the Custodian and the Sub-Accounting Agent, with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5 p.m. (Eastern Standard time) on the day of the trade. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by failure to comply.) The necessary information can be sent via facsimile machine to the Custodian and the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following:

1. Purchase or sale;
2. Security name;
3. CUSIP number, ISIN or Sedols (as applicable);
4. Number of shares and sales price per share;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed;
14. Identified tax lot (if applicable); and
15. Trade commission reason: best execution, soft dollar or research.

When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be maintained in the name of the Fund. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection. This will normally be done by email so that the Subadviser will know the amount available for investment purposes.

RECORDS TO BE MAINTAINED BY THE SUBADVISER

1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include:

A. The name of the broker;
B. The terms and conditions of the order and of any modifications or cancellations thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on behalf of the Fund.

2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten
(10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record:

A. Shall include the consideration given to:

(i) The sale of shares of the Fund by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers to:
(a) The Fund,
(b) The Adviser,
(c) The Subadviser, and
(d) Any person other than the foregoing.
(iii) Any other consideration other than the technical qualifications of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation.
D. The name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation.

3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or

authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.*

4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment Advisers by rule adopted under
Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser's transactions for the Fund.

5. Records as necessary under Board approved Phoenix Funds' valuation policies and procedures.

SUBADVISORY FEE

(a) For services provided to the Fund, the Adviser will pay to the Subadviser, on or before the 10th day of each month, a fee, payable in arrears, at the annual rate stated below. The fees shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset value of the Fund and each Series shall be valued as set forth in the then current registration statement of the Fund.

(b) The fee to be paid to the Subadviser is to be 50% of the gross management fee as calculated based on the average daily net assets of the Phoenix Pathfinder Fund.

SUBADVISER FUNCTIONS

With respect to managing the investment and reinvestment of the Series' assets, the Subadviser shall provide, at its own expense:

(a) An investment program for the Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser;

(b) Implementation of the investment program for the Series based upon the foregoing criteria;

(c) Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund's code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Series assets in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Series and governing laws; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered "illiquid" for the purposes of complying with the Series' limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and, vi) the implementation of the Series' investment program, including, without limitation, analysis of Series performance;

(d) Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees;

(e) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and

(f) Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment Adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

(g) Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings.

SCHEDULE E

FORM OF SUB-CERTIFICATION

To:

Re: Form N-CSR Certification for the [Name of Series].

From: [Name of Subadviser]

Representations in support of Investment Company Act Rule 30b1-5 certifications of Form N-CSR.

[Name of Series].

In connection with your certification responsibility under Rule 30b1-5 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented for the period ended [Date of Reporting Period] (the "Reports") which forms part of the N-CSR for the Funds.

Schedule of Investments (the "Reports")

Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.

In addition, our organization has:

a. Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual funds.

b. Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective.

c. In addition, to the best of my knowledge there has been no fraud, whether, or not material, that involves our organization's management or other employees who have a significant role in our organization's control and procedures as they relate to our duties as sub-adviser to the Funds.

I have read the draft of the Reports which I understand to be current as of
[Date of Reporting Period] and based on my knowledge, such drafts of the Reports do not, with respect to the Funds, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Reports.

I have disclosed, based on my most recent evaluation, to the Fund's Chief Accounting Officer:

a. All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser's internal controls and procedures which could adversely affect the Adviser's ability to record, process, summarize and report financial data in a timely fashion;

b. Any fraud, whether or not material, that involves the Subadviser's management or other employees who have significant role in the Subadviser's internal controls and procedures for financial reporting.

I certify that to the best of my knowledge:

a. The Subadviser's portfolio manager have complied with the restrictions and reporting requirements of the Code of Ethics (the "Code"). The term Portfolio Manager is as defined in the Code.

b. The Subadviser has complied with the Prospectus and Statement of Additional Information of the Funds and the Policies and Procedures of the Funds as adopted by the Fund's Board of Trustees.

c. I have no knowledge of any compliance violations except as disclosed in writing to the Phoenix Compliance Department by me or by the Subadviser's compliance administrator.

d. The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Fund as outlined above.

This certification relates solely to the Funds named above and may not be relied upon by any other fund or entity.

The Subadviser does not maintain the official books and records of the above Funds. The sub-Subadviser's records are based on its own portfolio management system, a record-keeping system that is not intended to service as the Funds' official accounting system. The Subadviser is not responsible for the preparation of the Reports.

[Name of Authorized Signature] Date

EXHIBIT d.9

PHOENIX EQUITY TRUST
PHOENIX TOTAL VALUE FUND
(F/K/A PHOENIX ALL-WEATHER VALUE FUND)

SUBADVISORY AGREEMENT

PHOENIX EQUITY TRUST
PHOENIX TOTAL VALUE FUND
(F/K/A PHOENIX ALL-WEATHER VALUE FUND)

Acadian Asset Management, Inc.
One Post Office Square
Boston, Massachusetts 02109

RE: SUBADVISORY AGREEMENT

Ladies and Gentlemen:

Phoenix Equity Trust (the "Fund") is a diversified 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 Total Value Fund (previously known as Phoenix-All-Weather Value Fund) (collectively, sometimes hereafter referred to as the "Series").

Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series.

1. Employment as a Subadviser. The Adviser, being duly authorized, hereby employs Acadian Asset Management, Inc. (the "Subadviser") as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Adviser on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner in the Subadviser's performance hereunder.

2. Acceptance of Employment; Standard of Performance. The Subadviser accepts its employment as a discretionary series Adviser of the Series and agrees to use its best professional judgment to make investment decisions for the Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof.

3. Services of Subadviser. In providing management services to the Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Series and as set forth in the Fund's then current prospectus ("Prospectus") and statement of additional information ("Statement of Additional Information") filed with the Securities and Exchange Commission (the "SEC") as part of the Fund's Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the

supervision and control of the Trustees of the Fund (the "Trustees"), and to instructions from the Adviser. The Subadviser shall not, without the Fund's prior written approval, effect any transactions that would cause the Series at the time of the transaction to be out of compliance with any of such restrictions or policies.

4. Transaction Procedures. All series transactions for the Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.

5. Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed.

A. In placing orders for the sale and purchase of Series securities for the Fund, the Subadviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a "best execution" market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction.

B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios it manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Fund with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders shall be allocated to the account of each portfolio managed by the Subadviser that bought or

sold such securities at the average execution price. If less than the total of the aggregated orders is executed, purchased securities or proceeds shall generally be allocated pro rata among the participating portfolios in proportion to their planned participation in the aggregated orders. Further, in the event not all portfolios are allocated the entire number of securities sought to be bought or sold on behalf of such portfolio, it is possible that no portfolio will be deemed to have purchased or sold the entire number of securities sought to be purchased or sold on behalf of such portfolio.

C. The Subadviser shall not execute any Series transactions for the Series with a broker or dealer that is an "affiliated person" (as defined in the Act) of the Fund, the Subadviser or the Adviser without the prior written approval of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are "affiliated persons" of the Fund or the Adviser.

6. Proxies. The Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets of the Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Series to file Form N-PX as required by Rule 30b1-4 under the Act.

7. Prohibited Conduct. In providing the services described in this Agreement, the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to any investment company sponsored by Phoenix Investment Partners, Ltd. regarding transactions for the Fund in securities or other assets. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party.

8. Information and Reports.

A. The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser's management of the Series during the most recently completed quarter, to include written communication that the Series is in compliance with its investment objectives and practices, the Act and applicable

rules and regulations under the Act, and the requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and otherwise in such form as may be mutually agreed upon by the Subadviser and the Adviser.

B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser's or the Subadviser's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons.

C. The Subadviser shall also provide the Adviser with any information reasonably requested regarding its management of the Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC.

9. Fees for Services. The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser.

10. Limitation of Liability. The Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a breach of the investment objectives, policies and restrictions applicable to the Series and that such acts or omissions shall not have resulted from the Subadviser's willful misfeasance, bad faith or gross negligence, or a breach of its duty or of its obligations hereunder (provided, however, that the foregoing shall not be construed to protect the Subadviser from liability under the Act).

11. Confidentiality. Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Series and the actions of the Subadviser and the Fund in respect thereof.

12. Assignment. This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser.

13. Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees that:

A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act").

B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation.

C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rules 204A-1 and 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no violation of its Code of Ethics, or the code of ethics of the Fund pertaining to the section on Unlawful Actions, or if such a violation has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish a written report which complies with the requirements of Rules 204A-1(b) and 17j-1 concerning the Subadviser's Code of Ethics to the Fund and the Adviser. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph.

D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Fund could affect the Fund, by the Fund, of "federal securities laws" (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information requested by the Fund. The Subadviser agrees to cooperate with periodic reviews by the Fund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Fund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Series.

E. Reference is hereby made to the Declaration of Trust dated August 17, 2000 establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "Phoenix Equity Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate.

14. Amendment. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, and E, is subject to the approval of the Trustees and the shareholders of the Fund as and to the extent required by the Act.

15. Effective Date; Term. This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until November 30, 2006. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof.

16. Termination. This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a breach of any provision thereof by a party so notified, or otherwise upon thirty (30) days' written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties.

17. Applicable Law. To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware.

18. Severability. If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

19. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.

(a) To Phoenix at:

Phoenix Investment Counsel, Inc. 56 Prospect Street
Hartford, CT 06115
Attn: John H. Beers, Vice President and Clerk Telephone: (860) 403-5050 Facsimile: (860) 403-7251 Email: john.beers@phoenixwm.com

(b) To Acadian at:

Acadian Asset Management, Inc. One Post Office Square
Boston, Massachusetts 02109 Attn: Churchill G. Franklin, Executive Vice President Telephone: (617) 850-3530 Facsimile: (617) 850-3630
Email: cfranklin@acadian-asset.com

20. Certifications. The Subadviser hereby warrants and represents that it will provide the requisite certifications requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR as required under the Sarbanes-Oxley Act of 2002. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E.

21. Indemnification. The Adviser agrees to indemnify and hold harmless the Subadviser and the Subadviser's directors, officers, employees and agents from and against any and all losses, liabilities, claims, damages, and expenses whatsoever, including reasonable attorneys' fees (collectively, "Losses"), arising out of or relating to (i) any breach by the Adviser of any provision of this Agreement; (ii) the negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Adviser; (iii) any violation by the Adviser of any law or regulation relating to its activities under this Agreement; and (iv) any dispute between the Adviser and any Fund shareholder, except to the extent that such Losses result from the gross negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Subadviser.

22. Receipt of Disclosure Document. The Fund acknowledges receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser's Form ADV containing certain information concerning the Subadviser and the nature of its business.

PHOENIX EQUITY TRUST

By:     /s/ George R. Aylward
    ------------------------------
    Name:  George R. Aylward
    Title: Executive Vice President

PHOENIX INVESTMENT COUNSEL, INC.

By:    /s/ John H. Beers
    -------------------------------
    Name:  John H. Beers
    Title: Vice President and Clerk

ACCEPTED:

ACADIAN ASSET MANAGEMENT, INC.

By:      /s/ Gary L. Bergstrom
    ----------------------------------------
      Name:  Gary L. Bergstrom
      Title: Chairman

SCHEDULES:           A.   Operational Procedures
                     B.   Record Keeping Requirements
                     C.   Fee Schedule
                     D.   Subadviser Functions
                     E.   Form of Sub-Certification

OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a flow of information to be supplied to State Street Bank and Trust Company (the "Custodian") and PFPC, Inc., (the "Sub-Accounting Agent") for the Fund.

The Subadviser must furnish the Custodian and the Sub-Accounting Agent, with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5 p.m. (Eastern Standard time) on the day of the trade. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by failure to comply.) The necessary information can be sent via facsimile machine to the Custodian and the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following:

1. Purchase or sale; 2. Security name;
3. CUSIP number, ISIN or Sedols (as applicable);
4. Number of shares and sales price per share;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed;
14. Identified tax lot (if applicable); and
15. Trade commission reason: best execution, soft dollar or research.

When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be maintained in the name of the Fund. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection. This will normally be done by email so that the Subadviser will know the amount available for investment purposes.

RECORDS TO BE MAINTAINED BY THE SUBADVISER

1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include:

A. The name of the broker;
B. The terms and conditions of the order and of any modifications or cancellations thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on behalf of the Fund.

2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten
(10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record:

A. Shall include the consideration given to:

(i) The sale of shares of the Fund by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers to:
(a) The Fund,
(b) The Adviser,
(c) The Subadviser, and
(d) Any person other than the foregoing.
(iii) Any other consideration other than the technical qualifications of the brokers and dealers as such.

B. Shall show the nature of the services or benefits made available.
C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation.

D. The name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation.

3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or

authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.*

4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment Advisers by rule adopted under
Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser's transactions for the Fund.

5. Records as necessary under Board approved Phoenix Funds' valuation policies and procedures.

SUBADVISORY FEE

(a) For services provided to the Fund, the Adviser will pay to the Subadviser, on or before the 10th day of each month, a fee, payable in arrears, at the annual rate stated below. The fees shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset value of the Fund and each Series shall be valued as set forth in the then current registration statement of the Fund.

(b) The fee to be paid to the Subadviser is 50% the gross management fee as calculated based on the average daily net assets of the Phoenix Total Value Fund managed by Acadian Asset Management, Inc.

SUBADVISER FUNCTIONS

With respect to managing the investment and reinvestment of the Series' assets, the Subadviser shall provide, at its own expense:

(a) An investment program for the Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser;

(b) Implementation of the investment program for the Series based upon the foregoing criteria;

(c) Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund's code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Series assets in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Series and governing laws; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered "illiquid" for the purposes of complying with the Series' limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and, vi) the implementation of the Series' investment program, including, without limitation, analysis of Series performance;

(d) Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees;

(e) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and

(f) Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment Adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

(g) Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings.

Re:      Form N-CSR Certification for the [Name of Series].

From:    [Name of Subadviser]

         Representations in support of Investment Company Act Rule 30b1-5
         certifications of Form N-CSR.

         [Name of Series].

         In connection with your certification responsibility under Rule 30b1-5
         and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have
         reviewed the following information presented for the period ended [Date
         of Reporting Period] (the "Reports") which forms part of the N-CSR for
         the Funds.

Schedule of Investments (the "Reports")

Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.

In addition, our organization has:

a. Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual funds.

b. Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective.

c. In addition, to the best of my knowledge there has been no fraud, whether, or not material, that involves our organization's management or other employees who have a significant role in our organization's control and procedures as they relate to our duties as sub-adviser to the Funds.

I have read the draft of the Reports which I understand to be current as of
[Date of Reporting Period] and based on my knowledge, such drafts of the Reports do not, with respect to the Funds, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Reports.

I have disclosed, based on my most recent evaluation, to the Fund's Chief Accounting Officer:

a. All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser's internal controls and procedures which could adversely affect the Adviser's ability to record, process, summarize and report financial data in a timely fashion;

b. Any fraud, whether or not material, that involves the Subadviser's management or other employees who have significant role in the Subadviser's internal controls and procedures for financial reporting.

I certify that to the best of my knowledge:

a. The Subadviser's portfolio manager have complied with the restrictions and reporting requirements of the Code of Ethics (the "Code"). The term Portfolio Manager is as defined in the Code.

b. The Subadviser has complied with the Prospectus and Statement of Additional Information of the Funds and the Policies and Procedures of the Funds as adopted by the Fund's Board of Trustees.

c. I have no knowledge of any compliance violations except as disclosed in writing to the Phoenix Compliance Department by me or by the Subadviser's compliance administrator.

d. The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Fund as outlined above.

This certification relates solely to the Funds named above and may not be relied upon by any other fund or entity.

The Subadviser does not maintain the official books and records of the above Funds. The sub-Subadviser's records are based on its own portfolio management system, a record-keeping system that is not intended to service as the Funds' official accounting system. The Subadviser is not responsible for the preparation of the Reports.

[Name of Authorized Signature] Date

EXHIBIT d.10

PHOENIX EQUITY TRUST
PHOENIX RELATIVE VALUE FUND

SUBADVISORY AGREEMENT

PHOENIX EQUITY TRUST
PHOENIX RELATIVE VALUE FUND

July 29, 2005

Golden Capital Management, LLC
10715 David Taylor Drive, Suite 150
Charlotte, NC 28262

RE: SUBADVISORY AGREEMENT

Ladies and Gentlemen:

Phoenix Equity Trust (the "Fund") is a diversified 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 Relative Value Fund (collectively, sometimes hereafter referred to as the "Series").

Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series.

1. Employment as a Subadviser. The Adviser, being duly authorized, hereby employs Golden Capital Management, LLC (the "Subadviser") as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Adviser on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner in the Subadviser's performance hereunder.

2. Acceptance of Employment; Standard of Performance. The Subadviser accepts its employment as a discretionary series Adviser of the Series and agrees to use its best professional judgment to make investment decisions for the Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof.

3. Services of Subadviser. In providing management services to the Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Series and as set forth in the Fund's then current prospectus ("Prospectus") and statement of additional information ("Statement of Additional Information") filed with the Securities and Exchange Commission (the "SEC") as part of the Fund's Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees of the Fund (the "Trustees"), and to instructions

from the Adviser. The Subadviser shall not, without the Fund's prior written approval, effect any transactions that would cause the Series at the time of the transaction to be out of compliance with any of such restrictions or policies.

4. Transaction Procedures. All series transactions for the Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.

5. Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed.

A. In placing orders for the sale and purchase of Series securities for the Fund, the Subadviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a "best execution" market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction.

B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios it manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Fund with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities at the average execution price. If less than the total of the

aggregated orders is executed, purchased securities or proceeds shall generally be allocated pro rata among the participating portfolios in proportion to their planned participation in the aggregated orders. Further, in the event not all portfolios are allocated the entire number of securities sought to be bought or sold on behalf of such portfolio, it is possible that no portfolio will be deemed to have purchased or sold the entire number of securities sought to be purchased or sold on behalf of such portfolio.

C. The Subadviser shall not execute any Series transactions for the Series with a broker or dealer that is an "affiliated person" (as defined in the Act) of the Fund, the Subadviser or the Adviser without the prior written approval of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are "affiliated persons" of the Fund or the Adviser.

6. Proxies. The Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets of the Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Series to file Form N-PX as required by Rule 30b1-4 under the Act.

7. Prohibited Conduct. In providing the services described in this Agreement, the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to any investment company sponsored by Phoenix Investment Partners, Ltd. regarding transactions for the Fund in securities or other assets. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party.

8. Information and Reports.

A. The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser's management of the Series during the most recently completed quarter, to include written communication that the Series is in compliance with its investment objectives and practices, the Act and applicable rules and regulations under the Act, and the requirements of Subchapter M under the

Internal Revenue Code of 1986, as amended, and otherwise in such form as may be mutually agreed upon by the Subadviser and the Adviser.

B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser's or the Subadviser's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons.

C. The Subadviser shall also provide the Adviser with any information reasonably requested regarding its management of the Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC.

9. Fees for Services. The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser.

10. Limitation of Liability. The Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a breach of the investment objectives, policies and restrictions applicable to the Series and that such acts or omissions shall not have resulted from the Subadviser's willful misfeasance, bad faith or gross negligence, or a breach of its duty or of its obligations hereunder (provided, however, that the foregoing shall not be construed to protect the Subadviser from liability under the Act).

11. Confidentiality. Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Series and the actions of the Subadviser and the Fund in respect thereof.

12. Assignment. This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser.

13. Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees that:

A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act").

B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation.

C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rules 204A-1 and 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no violation of its Code of Ethics, or the code of ethics of the Fund, or if such a violation has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish a written report which complies with the requirements of Rules 204A-1(b) and 17j-1 concerning the Subadviser's Code of Ethics to the Fund and the Adviser. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph.

D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Fund could affect the Fund, by the Fund, of "federal securities laws" (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information requested by the Fund. The Subadviser agrees to cooperate with periodic reviews by the Fund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Fund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Series.

E. Reference is hereby made to the Declaration of Trust dated August 17, 2000 establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "Phoenix Equity Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate.

14. Amendment. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, and E, is subject to the approval of the Trustees and the shareholders of the Fund as and to the extent required by the Act.

15. Effective Date; Term. This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until November 30, 2006. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof.

16. Termination. This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a breach of any provision thereof by a party so notified, or otherwise upon thirty (30) days' written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties.

17. Applicable Law. To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware.

18. Severability. If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

19. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery

service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.

(a) To Phoenix at:

Phoenix Investment Counsel, Inc. 56 Prospect Street
Hartford, CT 06115
Attn: John H. Beers, Vice President and Clerk Telephone: (860) 403-5050
Facsimile: (860) 403-7251
Email: john.beers@phoenixwm.com

(b) To Golden Capital at:

Golden Capital Management, LLC 10715 David Taylor Drive, Suite 150 Charlotte, NC 28262
Attn: Greg W. Golden
Telephone: (704) 593-1144 x100 Facsimile: (704) 593-0240
Email: ggolden@gcm1.com

20. Certifications. The Subadviser hereby warrants and represents that it will provide the requisite certifications requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR as required under the Sarbanes-Oxley Act of 2002. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E.

21. Indemnification. The Adviser agrees to indemnify and hold harmless the Subadviser and the Subadviser's directors, officers, employees and agents from and against any and all losses, liabilities, claims, damages, and expenses whatsoever, including reasonable attorneys' fees (collectively, "Losses"), arising out of or relating to (i) any breach by the Adviser of any provision of this Agreement; (ii) the negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Adviser; (iii) any violation by the Adviser of any law or regulation relating to its activities under this Agreement; and (iv) any dispute between the Adviser and any Fund shareholder, except to the extent that such Losses result from the gross negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Subadviser.

22. Receipt of Disclosure Document. The Fund acknowledges receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser's Form ADV containing certain information concerning the Subadviser and the nature of its business.

PHOENIX EQUITY TRUST

By:  /s/ Francis G. Waltman
   ---------------------------------
    Name:  Francis G. Waltman
    Title: Senior Vice President

PHOENIX INVESTMENT COUNSEL, INC.

By:     /s/ John H. Beers
   -----------------------------------
    Name:  John H. Beers
    Title: Vice President and Clerk

ACCEPTED:

GOLDEN CAPITAL MANAGEMENT, LLC

By:   /s/ Greg W. Golden
   --------------------------------------
   Name:  Greg W. Golden
   Title: President + CEO

SCHEDULES:        A.       Operational Procedures
                  B.       Record Keeping Requirements
                  C.       Fee Schedule
                  D.       Subadviser Functions
                  E.       Form of Sub-Certification

OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a flow of information to be supplied to State Street Bank and Trust Company (the "Custodian") and PFPC, Inc., (the "Sub-Accounting Agent") for the Fund.

The Subadviser must furnish the Custodian and the Sub-Accounting Agent, with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5 p.m. (Eastern Standard time) on the day of the trade. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by failure to comply.) The necessary information can be sent via facsimile machine to the Custodian and the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following:

1. Purchase or sale;
2. Security name;
3. CUSIP number, ISIN or Sedols (as applicable);
4. Number of shares and sales price per share;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed;
14. Identified tax lot (if applicable); and
15. Trade commission reason: best execution, soft dollar or research.

When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be maintained in the name of the Fund. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection. This will normally be done by email so that the Subadviser will know the amount available for investment purposes.

RECORDS TO BE MAINTAINED BY THE SUBADVISER

1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include:

A. The name of the broker;
B. The terms and conditions of the order and of any modifications or cancellations thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on behalf of the Fund.

2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten
(10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record:

A. Shall include the consideration given to:
(i) The sale of shares of the Fund by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers to:
(a) The Fund,
(b) The Adviser,
(c) The Subadviser, and
(d) Any person other than the foregoing.
(iii) Any other consideration other than the technical qualifications of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation.
D. The name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation.

3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or

authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.*

4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment Advisers by rule adopted under
Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser's transactions for the Fund.

5. Records as necessary under Board approved Phoenix Funds' valuation policies and procedures.

SUBADVISORY FEE

(a) For services provided to the Fund, the Adviser will pay to the Subadviser, on or before the 10th day of each month, a fee, payable in arrears, at the annual rate stated below. The fees shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset value of the Fund and each Series shall be valued as set forth in the then current registration statement of the Fund.

(b) The fee to be paid to the Subadviser as calculated based on the average daily net assets of the Phoenix Relative Value Fund is as follows:

--------------------------------- ---------------------------------
    AVERAGE DAILY NET ASSETS           ANNUAL RATE PERCENTAGE
--------------------------------- ---------------------------------
First $50 million                                0.45%
--------------------------------- ---------------------------------
Over $50 million                                 0.40%
--------------------------------- ---------------------------------

SUBADVISER FUNCTIONS

With respect to managing the investment and reinvestment of the Series' assets, the Subadviser shall provide, at its own expense:

(a) An investment program for the Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser;

(b) Implementation of the investment program for the Series based upon the foregoing criteria;

(c) Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund's code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Series assets in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Series and governing laws; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered "illiquid" for the purposes of complying with the Series' limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and, vi) the implementation of the Series' investment program, including, without limitation, analysis of Series performance;

(d) Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees;

(e) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and

(f) Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment Adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise.

(g) Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings.

Re:      Form N-CSR Certification for the [Name of Series].

From:    [Name of Subadviser]

         Representations in support of Investment Company Act Rule 30b1-5
         certifications of Form N-CSR.

         [Name of Series].

         In connection with your certification responsibility under Rule 30b1-5
         and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have
         reviewed the following information presented for the period ended [Date
         of Reporting Period] (the "Reports") which forms part of the N-CSR for
         the Funds.

Schedule of Investments (the "Reports")

Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.

In addition, our organization has:

a. Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual funds.

b. Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective.

c. In addition, to the best of my knowledge there has been no fraud, whether, or not material, that involves our organization's management or other employees who have a significant role in our organization's control and procedures as they relate to our duties as sub-adviser to the Funds.

I have read the draft of the Reports which I understand to be current as of
[Date of Reporting Period] and based on my knowledge, such drafts of the Reports do not, with respect to the Funds, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Reports.

I have disclosed, based on my most recent evaluation, to the Fund's Chief Accounting Officer:

a. All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser's internal controls and procedures which could adversely affect the Adviser's ability to record, process, summarize and report financial data in a timely fashion;

b. Any fraud, whether or not material, that involves the Subadviser's management or other employees who have significant role in the Subadviser's internal controls and procedures for financial reporting.

I certify that to the best of my knowledge:

a. The Subadviser's portfolio manager have complied with the restrictions and reporting requirements of the Code of Ethics (the "Code"). The term Portfolio Manager is as defined in the Code.

b. The Subadviser has complied with the Prospectus and Statement of Additional Information of the Funds and the Policies and Procedures of the Funds as adopted by the Fund's Board of Trustees.

c. I have no knowledge of any compliance violations except as disclosed in writing to the Phoenix Compliance Department by me or by the Subadviser's compliance administrator.

d. The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Fund as outlined above.

This certification relates solely to the Funds named above and may not be relied upon by any other fund or entity.

The Subadviser does not maintain the official books and records of the above Funds. The sub-Subadviser's records are based on its own portfolio management system, a record-keeping system that is not intended to service as the Funds' official accounting system. The Subadviser is not responsible for the preparation of the Reports.

[Name of Authorized Signature] Date

EXHIBIT d.11

PHOENIX EQUITY TRUST
PHOENIX TOTAL VALUE FUND
(F/K/A PHOENIX ALL-WEATHER VALUE FUND)

SUBADVISORY AGREEMENT

PHOENIX EQUITY TRUST
PHOENIX TOTAL VALUE FUND
(F/K/A PHOENIX ALL-WEATHER VALUE FUND)

July 29, 2005

Golden Capital Management, LLC
10715 David Taylor Drive, Suite 150
Charlotte, NC 28262

RE: SUBADVISORY AGREEMENT

Ladies and Gentlemen:

Phoenix Equity Trust (the "Fund") is a diversified 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 Total Value Fund (previously known as Phoenix All-Weather Value Fund)(collectively, sometimes hereafter referred to as the "Series").

Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series.

1. Employment as a Subadviser. The Adviser, being duly authorized, hereby employs Golden Capital Management, LLC (the "Subadviser") as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Adviser on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner in the Subadviser's performance hereunder.

2. Acceptance of Employment; Standard of Performance. The Subadviser accepts its employment as a discretionary series Adviser of the Series and agrees to use its best professional judgment to make investment decisions for the Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof.

3. Services of Subadviser. In providing management services to the Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Series and as set forth in the Fund's then current prospectus ("Prospectus") and statement of additional information ("Statement of Additional Information") filed with the Securities and Exchange Commission (the "SEC") as part of the Fund's Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the

supervision and control of the Trustees of the Fund (the "Trustees"), and to instructions from the Adviser. The Subadviser shall not, without the Fund's prior written approval, effect any transactions that would cause the Series at the time of the transaction to be out of compliance with any of such restrictions or policies.

4. Transaction Procedures. All series transactions for the Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.

5. Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed.

A. In placing orders for the sale and purchase of Series securities for the Fund, the Subadviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a "best execution" market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction.

B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios it manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Fund with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders shall be allocated to the account of each portfolio managed by the Subadviser that bought or

sold such securities at the average execution price. If less than the total of the aggregated orders is executed, purchased securities or proceeds shall generally be allocated pro rata among the participating portfolios in proportion to their planned participation in the aggregated orders. Further, in the event not all portfolios are allocated the entire number of securities sought to be bought or sold on behalf of such portfolio, it is possible that no portfolio will be deemed to have purchased or sold the entire number of securities sought to be purchased or sold on behalf of such portfolio.

C. The Subadviser shall not execute any Series transactions for the Series with a broker or dealer that is an "affiliated person" (as defined in the Act) of the Fund, the Subadviser or the Adviser without the prior written approval of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are "affiliated persons" of the Fund or the Adviser.

6. Proxies. The Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets of the Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Series to file Form N-PX as required by Rule 30b1-4 under the Act.

7. Prohibited Conduct. In providing the services described in this Agreement, the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to any investment company sponsored by Phoenix Investment Partners, Ltd. regarding transactions for the Fund in securities or other assets. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party.

8. Information and Reports.

A. The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser's management of the Series during the most recently completed quarter, to include written communication that the Series is in compliance with its investment objectives and practices, the Act and applicable

rules and regulations under the Act, and the requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and otherwise in such form as may be mutually agreed upon by the Subadviser and the Adviser.

B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser's or the Subadviser's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons.

C. The Subadviser shall also provide the Adviser with any information reasonably requested regarding its management of the Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC.

9. Fees for Services. The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser.

10. Limitation of Liability. The Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a breach of the investment objectives, policies and restrictions applicable to the Series and that such acts or omissions shall not have resulted from the Subadviser's willful misfeasance, bad faith or gross negligence, or a breach of its duty or of its obligations hereunder (provided, however, that the foregoing shall not be construed to protect the Subadviser from liability under the Act).

11. Confidentiality. Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Series and the actions of the Subadviser and the Fund in respect thereof.

12. Assignment. This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser.

13. Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees that:

A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act").

B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation.

C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rules 204A-1 and 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no violation of its Code of Ethics, or the code of ethics of the Fund, or if such a violation has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish a written report which complies with the requirements of Rules 204A-1(b) and 17j-1 concerning the Subadviser's Code of Ethics to the Fund and the Adviser. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph.

D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Fund could affect the Fund, by the Fund, of "federal securities laws" (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information requested by the Fund. The Subadviser agrees to cooperate with periodic reviews by the Fund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Fund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Series.

E. Reference is hereby made to the Declaration of Trust dated August 17, 2000 establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "Phoenix Equity Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate.

14. Amendment. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, and E, is subject to the approval of the Trustees and the shareholders of the Fund as and to the extent required by the Act.

15. Effective Date; Term. This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until November 30, 2006. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof.

16. Termination. This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a breach of any provision thereof by a party so notified, or otherwise upon thirty (30) days' written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties.

17. Applicable Law. To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware.

18. Severability. If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

19. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery

service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.

(a) To Phoenix at:

Phoenix Investment Counsel, Inc. 56 Prospect Street
Hartford, CT 06115
Attn: John H. Beers, Vice President and Clerk Telephone: (860) 403-5050
Facsimile: (860) 403-7251
Email: john.beers@phoenixwm.com

(b) To Golden Capital at:

Golden Capital Management, LLC 10715 David Taylor Drive, Suite 150 Charlotte, NC 28262
Attn: Greg W. Golden
Telephone: (704) 593-1144 x100 Facsimile: (704) 593-0240
Email: ggolden@gcm1.com

20. Certifications. The Subadviser hereby warrants and represents that it will provide the requisite certifications requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR as required under the Sarbanes-Oxley Act of 2002. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E.

21. Indemnification. The Adviser agrees to indemnify and hold harmless the Subadviser and the Subadviser's directors, officers, employees and agents from and against any and all losses, liabilities, claims, damages, and expenses whatsoever, including reasonable attorneys' fees (collectively, "Losses"), arising out of or relating to (i) any breach by the Adviser of any provision of this Agreement; (ii) the negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Adviser; (iii) any violation by the Adviser of any law or regulation relating to its activities under this Agreement; and (iv) any dispute between the Adviser and any Fund shareholder, except to the extent that such Losses result from the gross negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Subadviser.

22. Receipt of Disclosure Document. The Fund acknowledges receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser's Form ADV containing certain information concerning the Subadviser and the nature of its business.

PHOENIX EQUITY TRUST

By:   /s/ Francis G. Waltman
    ------------------------------
    Name:  Francis G. Waltman
    Title: Senior Vice President

PHOENIX INVESTMENT COUNSEL, INC.

By:   /s/ John H. Beers
   --------------------------------
   Name:  John H. Beers
   Title: Vice President and Clerk

ACCEPTED:

GOLDEN CAPITAL MANAGEMENT, LLC

By:   /s/ Greg W. Golden
   --------------------------------------
   Name:  Greg W. Golden
   Title: President + CEO

SCHEDULES:        A.    Operational Procedures
                  B.    Record Keeping Requirements
                  C.    Fee Schedule
                  D.    Subadviser Functions
                  E.    Form of Sub-Certification

OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a flow of information to be supplied to State Street Bank and Trust Company (the "Custodian") and PFPC, Inc., (the "Sub-Accounting Agent") for the Fund.

The Subadviser must furnish the Custodian and the Sub-Accounting Agent, with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5 p.m. (Eastern Standard time) on the day of the trade. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by failure to comply.) The necessary information can be sent via facsimile machine to the Custodian and the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following:

1. Purchase or sale;
2. Security name;
3. CUSIP number, ISIN or Sedols (as applicable);
4. Number of shares and sales price per share;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed;
14. Identified tax lot (if applicable); and
15. Trade commission reason: best execution, soft dollar or research.

When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be maintained in the name of the Fund. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection. This will normally be done by email so that the Subadviser will know the amount available for investment purposes.

RECORDS TO BE MAINTAINED BY THE SUBADVISER

1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include:

A. The name of the broker;
B. The terms and conditions of the order and of any modifications or cancellations thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on behalf of the Fund.

2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record:

A. Shall include the consideration given to:
(i) The sale of shares of the Fund by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers to:
(a) The Fund,
(b) The Adviser,
(c) The Subadviser, and
(d) Any person other than the foregoing.
(iii) Any other consideration other than the technical qualifications of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation.
D. The name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation.

3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or

authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.*

4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment Advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser's transactions for the Fund.

5. Records as necessary under Board approved Phoenix Funds' valuation policies and procedures.

SUBADVISORY FEE

(a) For services provided to the Fund, the Adviser will pay to the Subadviser, on or before the 10th day of each month, a fee, payable in arrears, at the annual rate stated below. The fees shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset value of the Fund and each Series shall be valued as set forth in the then current registration statement of the Fund.

(b) The following subadvisory fee schedule applies to that portion of the average net assets of the Phoenix Total Value Fund managed by Golden Capital Management, LLC.

-------------------------------------------------------------------
      AVERAGE DAILY NET ASSETS           ANNUAL RATE PERCENTAGE
------------------------------------ ------------------------------
 First $50 Million                                0.45%
------------------------------------ ------------------------------
 Over $50 Million                                 0.40%
-------------------------------------------------------------------

SUBADVISER FUNCTIONS

With respect to managing the investment and reinvestment of the Series' assets, the Subadviser shall provide, at its own expense:

(a) An investment program for the Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser;

(b) Implementation of the investment program for the Series based upon the foregoing criteria;

(c) Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund's code of ethics;
ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Series assets in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Series and governing laws; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered "illiquid" for the purposes of complying with the Series' limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and, vi) the implementation of the Series' investment program, including, without limitation, analysis of Series performance;

(d) Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees;

(e) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and

(f) Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment Adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

(g) Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings.

Re:     Form N-CSR Certification for the [Name of Series].

From:   [Name of Subadviser]

        Representations in support of Investment Company Act Rule 30b1-5
        certifications of Form N-CSR.

        [Name of Series].

        In connection with your certification responsibility under Rule 30b1-5
        and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have
        reviewed the following information presented for the period ended [Date
        of Reporting Period] (the "Reports") which forms part of the N-CSR for
        the Funds.

Schedule of Investments (the "Reports")

Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.

In addition, our organization has:

a. Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual funds.

b. Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective.

c. In addition, to the best of my knowledge there has been no fraud, whether, or not material, that involves our organization's management or other employees who have a significant role in our organization's control and procedures as they relate to our duties as sub-adviser to the Funds.

I have read the draft of the Reports which I understand to be current as of
[Date of Reporting Period] and based on my knowledge, such drafts of the Reports do not, with respect to the Funds, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Reports.

I have disclosed, based on my most recent evaluation, to the Fund's Chief Accounting Officer:

a. All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser's internal controls and procedures which could adversely affect the Adviser's ability to record, process, summarize and report financial data in a timely fashion;

b. Any fraud, whether or not material, that involves the Subadviser's management or other employees who have significant role in the Subadviser's internal controls and procedures for financial reporting.

I certify that to the best of my knowledge:

a. The Subadviser's portfolio manager have complied with the restrictions and reporting requirements of the Code of Ethics (the "Code"). The term Portfolio Manager is as defined in the Code.

b. The Subadviser has complied with the Prospectus and Statement of Additional Information of the Funds and the Policies and Procedures of the Funds as adopted by the Fund's Board of Trustees.

c. I have no knowledge of any compliance violations except as disclosed in writing to the Phoenix Compliance Department by me or by the Subadviser's compliance administrator.

d. The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Fund as outlined above.

This certification relates solely to the Funds named above and may not be relied upon by any other fund or entity.

The Subadviser does not maintain the official books and records of the above Funds. The sub-Subadviser's records are based on its own portfolio management system, a record-keeping system that is not intended to service as the Funds' official accounting system. The Subadviser is not responsible for the preparation of the Reports.

[Name of Authorized Signature] Date

EXHIBIT d.12

PHOENIX EQUITY TRUST
PHOENIX TOTAL VALUE FUND
(F/K/A PHOENIX ALL-WEATHER VALUE FUND)

SUBADVISORY AGREEMENT

PHOENIX EQUITY TRUST
PHOENIX TOTAL VALUE FUND
(F/K/A PHOENIX ALL-WEATHER VALUE FUND)

July 29, 2005

Harris Investment Management, Inc.
190 South LaSalle Street
Chicago, IL 60603

RE: SUBADVISORY AGREEMENT

Ladies and Gentlemen:

Phoenix Equity Trust (the "Fund") is a diversified 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 Total Value Fund (collectively, sometimes hereafter referred to as the "Series").

Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series.

1. Employment as a Subadviser. The Adviser, being duly authorized, hereby employs Harris Investment Management, Inc. (the "Subadviser") as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Adviser on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner in the Subadviser's performance hereunder.

2. Acceptance of Employment; Standard of Performance. The Subadviser accepts its employment as a discretionary series Adviser of the Series and agrees to use its best professional judgment to make investment decisions for the Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof.

3. Services of Subadviser. In providing management services to the Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Series as set forth in the Fund's then current prospectus ("Prospectus") and statement of additional information ("Statement of Additional Information") filed with the Securities and Exchange Commission (the "SEC") as part of the Fund's Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the

supervision and control of the Trustees of the Fund (the "Trustees"), and to instructions from the Adviser. The Subadviser shall not, without the Fund's prior written approval, effect any transactions that would cause the Series at the time of the transaction to be out of compliance with any of such restrictions or policies, provided that the Adviser and Fund will be responsible for providing notice, given in reasonably sufficient time, to the Subadviser concerning any holding limitations or other information to which Subadviser is not privy but which is necessary for it to meet its obligations under this section.

4. Transaction Procedures. All series transactions for the Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.

5. Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed.

A. In placing orders for the sale and purchase of Series securities for the Fund, the Subadviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a "best execution" market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction.

B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities

on behalf of the Fund with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities at the average execution price. If less than the total of the aggregated orders is executed, purchased securities or proceeds shall generally be allocated pro rata among the participating portfolios in proportion to their planned participation in the aggregated orders.

C. The Subadviser shall not execute any Series transactions for the Series with a broker or dealer that is an "affiliated person" (as defined in the Act) of the Fund, the Subadviser or the Adviser without the prior written approval of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are "affiliated persons" of the Fund or the Adviser.

6. Proxies. The Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets of the Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Series to file Form N-PX as required by Rule 30b1-4 under the Act.

7. Prohibited Conduct. In providing the services described in this Agreement, the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to any investment company sponsored by Phoenix Investment Partners, Ltd. regarding transactions for the Fund in securities or other assets. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party.

8. Information and Reports.

A. The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser's management of that discrete portion of the assets of the Series managed by Subadviser during the most recently completed quarter, to include written communication that the Subadviser's portion of

the Series is in compliance with its investment objectives and investment strategies, the Act and applicable rules and regulations under the Act, and the requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and otherwise in such form as may be mutually agreed upon by the Subadviser and the Adviser.

B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser's or the Subadviser's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons.

C. The Subadviser shall also provide the Adviser with any information reasonably requested regarding its management of the Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC.

9. Fees for Services. The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser.

10. Limitation of Liability. The Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a breach of the investment objectives, policies and restrictions applicable to the Series as defined in the prospectus and SAI and that such acts or omissions shall not have resulted from the Subadviser's willful misfeasance, bad faith or gross negligence, or a breach of its duty or of its obligations hereunder (provided, however, that the foregoing shall not be construed to protect the Subadviser from liability under the Act).

11. Confidentiality. Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Series and the actions of the Subadviser and the Fund in respect thereof.

12. Assignment. This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser.

13. Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees that:

A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act").

B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation.

C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rules 204A-1 and 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no violation of its Code of Ethics or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred, appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish a written report which complies with the requirements of Rules 204A-1(b) and 17j-1 concerning the Subadviser's Code of Ethics to the Fund and the Adviser. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph.

D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Fund could affect the Fund, by the Fund, of "federal securities laws" (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information requested by the Fund. The Subadviser agrees to cooperate with periodic reviews by the Fund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal

securities laws and related matters and the Fund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Series.

E. Reference is hereby made to the Declaration of Trust dated August 17, 2000 establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "Phoenix Equity Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate.

14. Amendment. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, and E, is subject to the approval of the Trustees and the shareholders of the Fund as and to the extent required by the Act.

15. Effective Date; Term. This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until November 30, 2006. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof.

16. Termination. This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a breach of any provision thereof by a party so notified, or otherwise upon thirty (30) days' written notice to the other parties.

17. Applicable Law. To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware.

18. Severability. If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

19. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.

(a) To the Fund or Adviser at:

Phoenix Investment Counsel, Inc. 56 Prospect Street
Hartford, Connecticut 06115 Attn: John H. Beers, Vice President and Clerk Telephone: (860) 403-5050
Facsimile: (860) 403-7251
Email: john.beers@phoenixwm.com

(b) To Subadviser at:

Harris Investment Management, Inc. 190 South LaSalle Street
Chicago, Illinois 60603
Attn: Randall J. Johnson, Senior Partner and CFO Telephone: (312) 461-3922
Facsimile: (312) 461-6268
Email: randall.johnson@harrisbank.com

20. Certifications. The Subadviser hereby warrants and represents that it will provide the requisite certifications requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR as required under the Sarbanes-Oxley Act of 2002. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E.

21. Indemnification. The Adviser agrees to indemnify and hold harmless the Subadviser and the Subadviser's directors, officers, employees and agents from and against any and all losses, liabilities, claims, damages, and expenses whatsoever, including reasonable attorneys' fees (collectively, "Losses"), arising out of or relating to (i) any breach by the Adviser of any provision of this Agreement; (ii) the negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Adviser; (iii) any violation by the Adviser of any law or regulation relating to its activities under this Agreement; and (iv) any dispute between the Adviser and any Fund shareholder, except to the extent that such Losses result from the gross negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Subadviser.

22. Receipt of Disclosure Document. The Fund acknowledges receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser's Form ADV containing certain information concerning the Subadviser and the nature of its business.

PHOENIX EQUITY TRUST

By:     /s/ George R Aylward
   ----------------------------------
   Name:  George R. Aylward
   Title: Executive Vice President

PHOENIX INVESTMENT COUNSEL, INC.

By:     /s/ John H. Beers
   --------------------------------
   Name:  John H. Beers
   Title: Vice President and Clerk

ACCEPTED:

HARRIS INVESTMENT MANAGEMENT, INC.

By:    /s/ W. O Leszinske
    ----------------------------------------
Name:  William O. Leszinske
Title: President

SCHEDULES:        A.       Operational Procedures
                  B.       Record Keeping Requirements
                  C.       Fee Schedule
                  D.       Subadviser Functions
                  E.       Form of Sub-Certification

OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a flow of information to be supplied by the Subadviser to State Street Bank and Trust Company (the "Custodian") and PFPC, Inc., (the "Sub-Accounting Agent") for the Fund.

The Subadviser must furnish the Custodian and the Sub-Accounting Agent, with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5 p.m. (Eastern Standard time) each day the Fund is open for business. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by Subadviser's failure to comply.) The necessary information may be sent via facsimile machine to the Custodian and the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following:

1. Purchase or sale;
2. Security name;
3. CUSIP number, ISIN or Sedols (as applicable);
4. Number of shares and sales price per share;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed;
14. Identified tax lot (if applicable); and
15. Trade commission reason: best execution, soft dollar or research.

When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be maintained in the name of the Fund. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection. This will normally be done by email so that the Subadviser will know the amount available for investment purposes.

RECORDS TO BE MAINTAINED BY THE SUBADVISER

1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include:

A. The name of the broker;
B. The terms and conditions of the order and of any modifications or cancellations thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on behalf of the Fund.

2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten
(10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record:

A. Shall include the consideration given to:
(i) The sale of shares of the Fund by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers to:
(a) The Fund,
(b) The Adviser,
(c) The Subadviser, and
(d) Any person other than the foregoing.
(iii) Any other consideration other than the technical qualifications of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation.
D. The name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation.

3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or

authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.*

4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment Advisers by rule adopted under
Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser's transactions for the Fund.

5. Records as necessary under Board approved Phoenix Funds' valuation policies and procedures.

SUBADVISORY FEE

(a) For services provided to the Fund, the Adviser will pay to the Subadviser, on or before the 10th day of each month, a fee, payable in arrears, at the annual rate stated below. The fees shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset value of the Fund and each Series shall be valued as set forth in the then current registration statement of the Fund.

(b) The following subadvisory fee schedule applies to the average net assets of the Phoenix Total Value Fund managed by Harris Investment Management, Inc. and is as follows:

----------------------------------- -----------------------------------
      AVERAGE DAILY NET ASSETS            ANNUAL RATE PERCENTAGE
----------------------------------- -----------------------------------
First $25 Million                                 0.50%
----------------------------------- -----------------------------------
Over $25 Million                                  0.40%
----------------------------------- -----------------------------------

SUBADVISER FUNCTIONS

With respect to managing the investment and reinvestment of the Series' assets, the Subadviser shall provide, at its own expense:

(a) An investment strategy for the Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser;

(b) Implementation of the investment program for the Series based upon the foregoing criteria;

(c) Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund's code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Series assets in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Series and governing laws; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered "illiquid" for the purposes of complying with the Series' limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and, vi) the implementation of the Series' investment program, including, without limitation, analysis of Series performance;

(d) Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees;

(e) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and

(f) Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment Adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise.

(g) Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings.

Re:      Form N-CSR Certification for the [Name of Series].

From:    [Name of Subadviser]

         Representations in support of Investment Company Act Rule 30b1-5
         certifications of Form N-CSR.

         [Name of Series].

         In connection with your certification responsibility under Rule 30b1-5
         and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have
         reviewed the following information presented for the period ended
         [Date of Reporting Period] (the "Reports") which forms part of the
         N-CSR for the Funds.

Schedule of Investments (the "Reports")

Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.

In addition, our organization has:

a. Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual funds.

b. Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective.

c. In addition, to the best of my knowledge there has been no fraud, whether, or not material, that involves our organization's management or other employees who have a significant role in our organization's control and procedures as they relate to our duties as sub-adviser to the Funds.

I have read the draft of the Reports which I understand to be current as of
[Date of Reporting Period] and based on my knowledge, such drafts of the Reports do not, with respect to the Funds, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Reports.

I have disclosed, based on my most recent evaluation, to the Fund's Chief Accounting Officer:

a. All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser's internal controls and procedures which could adversely affect the Adviser's ability to record, process, summarize and report financial data in a timely fashion;

b. Any fraud, whether or not material, that involves the Subadviser's management or other employees who have significant role in the Subadviser's internal controls and procedures for financial reporting.

I certify that to the best of my knowledge:

a. The Subadviser's portfolio manager have complied with the restrictions and reporting requirements of the Code of Ethics (the "Code"). The term Portfolio Manager is as defined in the Code.

b. The Subadviser has complied with the Prospectus and Statement of Additional Information of the Funds and the Policies and Procedures of the Funds as adopted by the Fund's Board of Trustees.

c. I have no knowledge of any compliance violations except as disclosed in writing to the Phoenix Compliance Department by me or by the Subadviser's compliance administrator.

d. The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Fund as outlined above.

This certification relates solely to the Funds named above and may not be relied upon by any other fund or entity.

The Subadviser does not maintain the official books and records of the above Funds. The sub-Subadviser's records are based on its own portfolio management system, a record-keeping system that is not intended to service as the Funds' official accounting system. The Subadviser is not responsible for the preparation of the Reports.

[Name of Authorized Signature] Date

EXHIBIT h.2

SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
PHOENIX EQUITY PLANNING CORPORATION
AND
BOSTON FINANCIAL DATA SERVICES, INC.

SUB-TRANSFER AGENCY AND SERVICE AGREEMENT

BETWEEN

PHOENIX EQUITY PLANNING CORPORATION

AND

BOSTON FINANCIAL DATA SERVICES, INC.

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

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:

1.1 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

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 replacement;

(j) Maintain records of account for and advise the Transfer Agent and its Shareholders as to the foregoing; and

(k) Record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund which are authorized,

based upon data provided to it by the Fund, and issued and outstanding. The Sub-Transfer Agent shall also provide the Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund.

1.2 Additional Services. In addition to, and neither in lieu nor in contravention of, the services set forth in the above paragraph, the Sub-Transfer Agent shall perform the following services:

(a) Other Customary Services. Perform the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plan (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing Shareholder proxies, Shareholder reports and prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information;

(b) Control Book (also known as "Super Sheet"). Maintain a daily record and produce a daily report for the Fund of all transactions and receipts and disbursements of money and securities and deliver a copy of such report for the Fund for each business day to the Fund no later than 9:00 AM Eastern Time, or such earlier time as the Fund may reasonably require, on the next business day;

(c) "Blue Sky" Reporting. The Fund or Transfer Agent shall (i) identify to the Sub-Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of the Sub-Transfer Agent for the Fund's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Fund and providing a system which will enable the Fund to monitor the total number of Shares sold in each State;

(d) National Securities Clearing Corporation (the "NSCC"). (i) accept and effectuate the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the NSCC on behalf of NSCC's participants, including the Fund), in accordance with, instructions transmitted to and received by the Sub-Transfer Agent by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of authorized persons, as hereinafter defined on the dealer file maintained by the Sub-Transfer Agent; (ii) issue instructions to Fund's banks for the settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank

participants); (iii) provide account and transaction information from the affected Fund's records on DST Systems, Inc. computer system TA2000 ("TA2000 System") in accordance with NSCC's Networking and Fund/SERV rules for those broker-dealers; and (iv) maintain Shareholder accounts on TA2000 System through Networking;

(e) New Procedures. New procedures as to who shall provide certain of these services in Section 1 may be established in writing from time to time by agreement between the Transfer Agent and the Sub-Transfer. The Sub-Transfer Agent may at times perform only a portion of these services and the Transfer Agent, the Funds or their agent may perform these services on the Fund's behalf; and

(f) Anti-Money Laundering ("AML") Delegation. If the Transfer Agent elects to delegate to the Sub-Transfer Agent certain AML duties under this Agreement, the parties will agree to such duties and terms as stated in the attached schedule ("Schedule 1.2(f) entitled "AML Delegation" which may be changed from time to time subject to mutual written agreement between the parties. In consideration of the performance of the duties by the Sub-Transfer Agent pursuant to this
Section 1.2(f), the Transfer Agent agrees to pay the Sub-Transfer Agent for the reasonable administrative expense that may be associated with such additional duties in the amount as the parties may from time to time agree in writing in accordance with Section 3 (Fees and Expenses) below.

1.3 Fiduciary Accounts. With respect to certain retirement plans (such as individual retirement accounts ("IRAs")) or accounts, SIMPLE IRAs, SEP IRAs, Roth IRAs, Coverdell Education Savings Accounts, and 403(b) Plans (collectively, such accounts, "Fiduciary Accounts"), the Sub-Transfer Agent, at the request of the Transfer Agent, shall arrange for the provision of appropriate prototype plans as well as provide or arrange for the provision of various services to such plans and/or accounts, which services may include custodial services to be provided by State Street Bank and Trust Company (the "Bank"), account set-up maintenance, and disbursements as well as such other services as the parties hereto shall mutually agree upon.

2.1 The Fund may decide to make available to certain of its customers, a qualified plan program (the "Program") pursuant to which the customers ("Employers") may adopt certain plans of deferred compensation ("Plan or Plans") for the benefit of the individual Plan participant (the "Plan Participant"), such Plan(s) being qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended ("Code") and administered by third party administrators which may be plan administrators as defined in the Employee Retirement Income Security Act of 1974, as amended)(the "TPA(s)").

2.2 In accordance with the procedures established in the initial Schedule 2.1 entitled "Third Party Administrator Procedures", as may be amended by the Sub-Transfer Agent and the Fund from time to time ("Schedule 2.1"), the Sub-Transfer Agent shall:

(a) Treat Shareholder accounts established by the Plans in the name of the Trustees, Plans or TPAs as the case may be as omnibus accounts;

(b) Maintain omnibus accounts on its records in the name of the TPA or its designee as the Trustee for the benefit of the Plan; and

(c) Perform all services under Section 1 as sub-transfer agent of the Funds and not as a record-keeper for the Plans.

2.3 Transactions identified under Section 2 of this Agreement shall be deemed exception services ("Exception Services") when such transactions:

(a) Require the Sub-Transfer Agent to use methods and procedures other than those usually employed by the Sub-Transfer Agent to perform services under Section 1 of this Agreement;

(b) Involve the provision of information to the Sub-Transfer Agent after the commencement of the nightly processing cycle of the TA2000 System; or

(c) Require more manual intervention by the Sub-Transfer Agent, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan and pre-nightly transactions.

3.1 Fee Schedule. For the performance by the Sub-Transfer Agent pursuant to this Agreement, the Transfer Agent agrees to pay the Sub-Transfer Agent an annual maintenance fee for each Shareholder account as set forth in the attached fee schedule ("Schedule 3.1"). Such fees and out-of-pocket expenses and advances identified under Section 3.2 below may be changed from time to time subject to mutual written agreement between the Transfer Agent and the Sub-Transfer Agent.

3.2 Out-of-Pocket Expenses. In addition to the fee paid under Section 3.1 above, the Transfer Agent agrees to reimburse the Sub-Transfer Agent for out-of-pocket expenses, including but not limited to confirmation production, postage, forms, telephone, microfilm, microfiche, mailing and tabulating proxies, records storage, or advances incurred by the Sub-Transfer Agent for the items set out in Schedule 3.1 attached hereto. In addition, any other expenses incurred by the Sub-Transfer Agent at the request or with the consent of the Transfer Agent, will be reimbursed by the Fund.

3.3 Postage. Postage for mailing of dividends, proxies, Fund reports and other mailings to all shareholder accounts shall be advanced to the Transfer Agent by the Fund at least seven (7) days prior to the mailing date of such materials.

3.4 Invoices. The Transfer Agent agrees to pay all fees and reimbursable expenses within thirty (30) days following the receipt of the respective billing notice, except for any fees or expenses which are subject to good faith dispute. In the event of such a dispute, the Transfer Agent may only withhold that portion of the fee or expense subject to the good faith dispute. The Transfer Agent shall notify the Sub-Transfer Agent in writing within twenty-one (21) calendar days following the receipt of each billing notice if the Transfer Agent is disputing any amounts in good faith. If the Transfer Agent does not provide such notice of dispute within the required time, the billing notice will be deemed accepted by the Transfer Agent. The Fund shall settle such disputed amounts within five (5) days of the day on which the parties agree on the amount to be paid by payment of the agreed amount. If no agreement is reached, then such disputed amounts shall be settled by law or legal process.

3.5 Cost of Living Adjustment. Following the first year of the Initial Term, the total fee for all services for each succeeding year shall equal the fee that would be charged for the same services based on a fee rate (as reflected in a fee rate schedule) increased by the percentage increase (not to exceed 5%) for the twelve-month period of such previous calendar year of the CPI-W (defined below), or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. As used herein, "CPI-W" shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers for Boston-Brockton-Nashua, MA-NH-ME-CT, (Base Period: 1982-84 = 100), as published by the United States Department of Labor, Bureau of Labor Statistics.

3.6 Late Payments. If any undisputed amount in an invoice of the Sub-Transfer Agent (for fees or reimbursable expenses) is not paid when due, the Transfer Agent shall pay the Sub-Transfer Agent interest thereon (from the due date to the date of payment) at a per annum rate equal to one percent (1.0%) plus the prime Rate (that is, the base rate on corporate loans posted by large domestic banks) published by The Wall Street Journal (or, in the event such rate is not so published, a reasonably equivalent published rate selected by the Transfer Agent on the first day of publication during the month when such amount was due. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable provision of Massachusetts law.

The Sub-Transfer Agent represents and warrants to the Transfer Agent that:

4.1 It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.

4.2 It is duly qualified to carry on its business in The Commonwealth of Massachusetts.

4.3 It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement.

4.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

4.5 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

4.6 It will provide security, as set forth in Section 10 of this Agreement, for Transfer Agent materials in Sub-Transfer Agent's possession, in the same manner and to the same extent by which Sub-Transfer Agent treats its own Confidential information.

4.7 It will provide to Transfer Agent, upon request, Sub-Transfer Agent's certification related to its internal controls for handling of Transfer Agent's information. Upon request, Sub-Transfer Agent will provide a copy of its SAS 70 report to Transfer Agent on an annual basis.

The Transfer Agent represents and warrants to the Sub-Transfer Agent that:

5.1 It is a corporation duly organized and existing and in good standing under the laws of the State of Connecticut.

5.2 It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement.

5.3 All corporate proceedings required by said Articles of Incorporation and By-Laws have been taken to authorize it to enter into and perform this Agreement.

5.4 Each Fund is an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended.

5.5 A registration statement under the Securities Act of 1933, as amended is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale.

5.6 It has obtained, from each Fund, all consents and approvals necessary for the subcontracting of the Shareholder and Record-Keeping Services being provided herein.

6.1 Obligation of Sender. The Sub-Transfer Agent is authorized to promptly debit the appropriate Transfer Agent account(s) upon the receipt of a payment order in compliance with the selected security procedure (the "Security Procedure") chosen for funds transfer and in the amount of money that the Sub-Transfer Agent has been instructed to transfer. The Sub-Transfer Agent shall execute payment orders in compliance with the Security Procedure and with the Transfer Agent instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after this the customary deadline will be deemed to have been received the next business day.

6.2 Security Procedure. The Transfer Agent acknowledges that the Security Procedure it has designated on the Transfer Agent Selection Form was selected by the Transfer Agent from security procedures offered by the Sub-Transfer Agent. The Transfer Agent shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated to the Sub-Transfer Agent in writing. The Transfer Agent must notify the Sub-Transfer Agent immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Transfer Agent's authorized personnel. The Sub-Transfer Agent shall verify the authenticity of all Transfer Agent instructions according to the Security Procedure.

6.3 Account Numbers. The Sub-Transfer Agent shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern.

6.4 Rejection. The Sub-Transfer Agent reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of the Sub-Transfer Agent's receipt of such payment order; (b) if initiating such payment order would cause the Sub-Transfer Agent, in the Sub-Transfer Agent's sole judgement, to exceed any volume, aggregate dollar, network, time, credit or similar limits which are applicable to the Sub-Transfer Agent; or (c) if the Sub-Transfer Agent, in good faith, is unable to satisfy itself that the transaction has been properly authorized.

6.5 Cancellation Amendment. The Sub-Transfer Agent shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording the Sub-Transfer Agent reasonable opportunity to act. However, the Sub-Transfer Agent assumes no liability if the request for amendment or cancellation cannot be satisfied.

6.6 Errors. The Sub-Transfer Agent shall assume no responsibility for failure to detect any erroneous payment order provided that the Sub-Transfer Agent complies with the payment order instructions as received and the Sub-Transfer Agent complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.

6.7 Interest. The Sub-Transfer Agent shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless the Sub-Transfer Agent is notified of the unauthorized payment order within thirty (30) days of notification by the Sub-Transfer Agent of the acceptance of such payment order. In no event (including failure to execute a payment order) shall the Sub-Transfer Agent be liable for special, indirect or consequential damages, even if advised of the possibility of such damages.

6.8 ACH Credit Entries/Provisional Payments. When the Transfer Agent initiates or receives Automated Clearing House credit and debit entries pursuant to these guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, the Bank will act as an Originating Depository Financial Institution and/or Receiving Depository Financial Institution, as the case may be, with respect to such entries. Credits given by the Sub-Transfer Agent with respect to an ACH credit entry are provisional until the Sub-Transfer Agent receives final settlement for such entry from the Federal Reserve Bank. If the Sub-Transfer Agent does not receive such final settlement, the Transfer Agent agrees that the Sub-Transfer Agent shall receive a refund of the amount credited to the Transfer Agent in connection with such entry, and the party making payment to the Transfer Agent via such entry shall not be deemed to have paid the amount of the entry.

6.9 Confirmation. Confirmation of Sub-Transfer Agent's execution of payment orders shall ordinarily be provided within twenty four (24) hours notice of which may be delivered through the Sub-Transfer Agent's proprietary information systems, or by facsimile or call-back. Transfer Agent must report any objections to the execution of an order within thirty (30) days.

7.1 The Transfer Agent acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Transfer Agent by the Sub-Transfer Agent as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Sub-Transfer Agent on databases under the control and ownership of the Sub-Transfer Agent or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Sub-Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customer Data. The Transfer Agent agrees to treat all Proprietary Information as proprietary to the Sub-Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Transfer Agent agrees for itself and its employees and agents to:

(a) Use such programs and databases (i) solely on the Transfer Agent's computers, or (ii) solely from equipment at the location agreed to between the Sub-Transfer Agent and the Transfer Agent and (iii) solely in accordance with the Sub-Transfer Agent's applicable user documentation;

(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Transfer Agent's computer(s)), the Proprietary Information;

(c) Refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Sub-Transfer Agent's instructions;

(d) Refrain from causing or allowing information transmitted from the Sub-Transfer Agent's computer to the Transfer Agent's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);

(e) Allow the Transfer Agent to have access only to those authorized transactions as agreed to between the Sub-Transfer Agent and the Transfer Agent; and

(f) Honor all reasonable written requests made by the Sub-Transfer Agent to protect at the Sub-Transfer Agent's expense the rights of the Sub-Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law.

7.2 Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Sub-Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.

7.3 The Transfer Agent acknowledges that its obligation to protect the Sub-Transfer Agent's Proprietary Information is essential to the business interest of the Sub-Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Sub-Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Sub-Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.

7.4 If the Transfer Agent notifies the Sub-Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Sub-Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Sub-Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Transfer Agent agrees to make no claim against the Sub-Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE SUB-TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7.5 If the transactions available to the Transfer Agent include the ability to originate electronic instructions to the Sub-Transfer Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event the Sub-Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Sub-Transfer Agent from time to time.

7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this
Section shall survive any earlier termination of this Agreement.

8.1 The Sub-Transfer Agent shall not be responsible for, and the Transfer Agent shall indemnify and hold the Sub-Transfer Agent and with respect to Section 8.1(e) herein, also the Bank, harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:

(a) All actions of the Sub-Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, (including the defense of any law suit in which the Sub-Transfer Agent or affiliate is a named party), provided that such actions are taken in good faith and without negligence or willful misconduct;

(b) The Transfer Agent's lack of good faith, negligence or willful misconduct which arise out of the breach of any representation or warranty of the Transfer Agent hereunder;

(c) The reliance upon, and any subsequent use of or action taken or omitted, by the Sub-Transfer Agent, or its agents or subcontractors on:
(i) any information, records, documents, data, stock certificates or services, which are received by the Sub-Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by the Transfer Agent, and which have been prepared, maintained or performed by the Transfer Agent or each Fund or any other person or firm on behalf of the Transfer Agent or each Fund including but not limited to any broker-dealer, TPA or previous transfer agent or registrar; (ii) any instructions or requests of the Transfer Agent or each Fund or any of its officers; (iii) any instructions or opinions of legal counsel with respect to any matter arising in connection with the services to be performed by the Sub-Transfer Agent under this Agreement which are provided to the Sub-Transfer Agent after consultation with such legal counsel; or (iv) any paper or document reasonably believed to be genuine, authentic, or signed by the proper person or persons;

(d) The acceptance of e-mail and facsimile transaction requests on behalf of individual Shareholders received from broker-dealers, TPAs, the Funds or the Transfer Agent, and the reliance by the Sub-Transfer Agent on the broker-dealer, TPA, the Fund or the Transfer Agent ensuring that the original source documentation is in good order and properly retained;

(e) The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares;

(f) The negotiation and processing of any checks, wires and ACH payments including without limitation for deposit into the Fund's demand deposit account maintained at the Bank; or

(g) Upon the Fund's request entering into any agreements required by the NSCC for the transmission of Fund or Shareholder data through the NSCC clearing systems

8.2 In order that the indemnification provisions contained in this Section 8 shall apply, upon the assertion of a claim for which the Transfer Agent may be required to indemnify the Sub-Transfer Agent, the Sub-Transfer Agent shall promptly notify the Transfer Agent of such assertion, and shall keep the Transfer Agent advised with respect to all developments concerning such claim. The Transfer Agent shall have the option to participate with the Sub-Transfer Agent in the defense of such claim or to defend

against said claim in its own name or in the name of the Sub-Transfer Agent. The Sub-Transfer Agent shall in no case confess any claim or make any compromise in any case in which the Transfer Agent may be required to indemnify the Sub-Transfer Agent except with the Transfer Agent's prior written consent.

The Sub-Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors, including encoding and payment processing errors, unless said errors are caused by its negligence, bad faith, or willful misconduct or that of its employees or agents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by
Section 9 of this Agreement. This standard of care shall apply to Exception Services as defined in Section 2.3 herein, but such application shall take into consideration the manual processing involved in, and time sensitive nature of, Exception Services. Notwithstanding the foregoing, Sub-Transfer Agent's aggregate liability during any term of this Agreement with respect to, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided by Sub-Transfer Agent under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the aggregate of the amounts actually received hereunder by Sub-Transfer Agent as fees and charges, but not including reimbursable expenses, during the six (6) calendar months immediately preceding the event for which recovery from Sub-Transfer Agent is being sought.

10.1 The Sub-Transfer Agent and the Transfer Agent agree that they will not, at any time during the term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any customers' lists, trade secrets, cost figures and projections, profit figures and projections, or any other secret or confidential information whatsoever, whether of the Sub-Transfer Agent or of the Transfer Agent, used or gained by the Sub-Transfer Agent or the Transfer Agent during performance under this Agreement. The Sub-Transfer Agent and the Transfer Agent further covenant and agree to retain all such knowledge and information acquired during and after the term of this Agreement respecting such lists, trade secrets, or any secret or confidential information whatsoever in trust for the sole benefit of the Sub-Transfer Agent or the Transfer Agent and their successors and assigns. In the event of breach of the foregoing by either party, the remedies provided by
Section 7.3 shall be available to the party whose confidential information is disclosed. The above prohibition of disclosure shall not apply to the extent that the Sub-Transfer Agent must disclose such data to its sub-contractor or Fund agent for purposes of providing services under this Agreement.

10.2 In the event that any requests or demands are made for the inspection of the Shareholder records of the Fund, other than request for records of Shareholders pursuant to standard subpoenas from state or federal government authorities (i.e., divorce and criminal actions), the Sub-Transfer Agent will use best efforts to notify the Transfer Agent and to secure instructions from an authorized officer of the Transfer Agent as to such

inspection. The Sub-Transfer Agent expressly reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by counsel that it may be held liable for the failure to exhibit the Shareholder records to such person or if required by law or court order.

11.1 The Sub-Transfer Agent hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Transfer Agent for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.

11.2 The Sub-Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Sub-Transfer Agent agrees that all such records prepared or maintained by the Sub-Transfer Agent relating to the services to be performed by the Sub-Transfer Agent hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with such
Section and Rules, and will be surrendered promptly to the Fund on and in accordance with its request.

12.1 Term. The initial term of this Agreement (the "Initial Term") shall be three years from the date first stated above unless terminated pursuant to the provisions of this Section 12. Unless a terminating party gives written notice to the other party one hundred and twenty (120) days before the expiration of the Initial Term or any Renewal Term, this Agreement will renew automatically from year to year (each such year-to-year renewal term a "Renewal Term"). One hundred and twenty
(120) days before the expiration of the Initial Term or a Renewal Term the parties to this Agreement will agree upon a Fee Schedule for the upcoming Renewal Term. Otherwise the fees shall be increased pursuant to Section 3.5 of this Agreement.

12.2 Termination by Transfer Agent for Cause. If Sub-Transfer Agent defaults in the performance of any of its material obligations (or repeatedly defaults in the performance of any of its other obligations) under this Agreement, and does not cure such default within sixty days (60) of notice of the default, then Transfer Agent may, by giving notice to Sub-Transfer Agent, terminate this Agreement as of the termination date specified in the notice of termination.

12.3 Early Termination. Notwithstanding anything contained in this Agreement to the contrary, should the Transfer Agent desire to move any of its services provided by the Sub-Transfer Agent hereunder to a successor service provider prior to the expiration of the then current Initial or Renewal Term, or without the required notice, the Sub-Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; however, there can be no guarantee or assurance that the Sub-Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, or if the Fund is liquidated or its assets merged or purchased or the like with or by another entity which does not utilize the services of the Transfer Agent, the fees payable to the Sub-Transfer

Agent shall be calculated as if the services had been performed by the Sub-Transfer Agent until the expiration of the then current Initial or Renewal Term and calculated at the asset and/or Shareholder account levels, as the case may be, on the date notice of termination was given to the Sub-Transfer Agent. In addition to the foregoing, the Transfer Agent shall pay to the Sub-Transfer Agent an amount equal to the aggregate of all discounts on fees received by the Transfer Agent which would, other than for such discounts, have been due and owed by the Transfer Agent to the Sub-Transfer Agent during the Initial Term or subsequent Renewal Term. For purposes of this provision the parties have calculated this amount to be $377,000 for each year or partial year remaining in the then current term. The payment of all fees to the Sub-Transfer Agent as set forth shall be accelerated to the business day immediately prior to the conversion or termination of services.

12.4 Expiration of Term. During the Initial Term or Renewal Term, whichever currently is in effect, should either party exercise its right to terminate, all out-of-pocket expenses or costs associated with the movement of records and material will be borne by the Transfer Agent. Additionally, the Sub-Transfer Agent reserves the right to charge for any other reasonable expenses associated with such termination.

12.5 Confidential Information. Upon termination of this Agreement, each party shall return to the other party all copies of confidential or proprietary materials or information received from such other party hereunder, other than materials or information required to be retained by such party under applicable laws or regulations.

12.6 Unpaid Invoices. The Sub-Transfer Agent may terminate this Agreement immediately upon an unpaid invoice payable by the Transfer Agent to the Sub-Transfer Agent being outstanding for more than ninety (90) days, except with respect to any amount subject to a good faith dispute within the meaning of Section 3.4 of this Agreement.

12.7 Bankruptcy. Either party hereto may terminate this Agreement by notice to the other party, effective at any time specified therein, in the event that (a) the other party ceases to carry on its business or (b) in the event that any of the following occur(s) and is not discharged within thirty days: (i) voluntary institution by the other party of insolvency, receivership, bankruptcy, or any other proceedings for the settlement of the other party's debt, (ii) involuntary institution of insolvency, receivership, bankruptcy or any other proceedings for settlement of the other party's debt, (iii) the making of general assignment by the other party for the benefit of creditors; or (iv) the dissolution of the other party.

13.1 Except as provided in Section 14.1 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.

13.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Sub-Transfer Agent and the Transfer Agent, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Sub-Transfer Agent and the Transfer Agent. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

13.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Sub-Transfer Agent and the Transfer Agent. Other than as provided in Section 14.1 and Schedule 1.2(f), neither party shall make any commitments with third parties that are binding on the other party without the other party's prior written consent.

14. Subcontractors

14.1 The Sub-Transfer Agent may, with notice, but without further consent on the part of the Transfer Agent, subcontract for the performance hereof with a Sub-Transfer Agent affiliate duly registered as a transfer agent under Section 17A(c)(2) of the Securities Exchange Act of 1934; provided, however, that the Sub-Transfer Agent shall be fully responsible to the Transfer Agent for the acts and omissions of the Sub-Transfer Agent or its affiliate as it is for its own acts and omissions.

14.2 Nothing herein shall impose any duty upon the Sub-Transfer Agent in connection with or make the Sub-Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, Airborne Services, Federal Express, United Parcel Service, the U.S. Mails, the NSCC and telecommunication companies, provided, if the Sub-Transfer Agent selected such company, the Sub-Transfer Agent shall have exercised due care in selecting the same.

15.1 Amendment. This Agreement may be amended or modified by a written agreement executed by both parties.

15.2 Massachusetts Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts.

15.3 Force Majeure. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. Performance under this Agreement shall resume when the affected party or parties are able to perform substantially that party's duties.

15.4 Consequential Damages. Neither party to this Agreement shall be liable to the other party for consequential, indirect or special damages under any provision of this Agreement or for any consequential, indirect or special damages arising out of any act or failure to act hereunder.

15.5 Survival. All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement.

15.6 Severability. If any provision or provisions of this Agreement shall be held invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

15.7 Priorities Clause. In the event of any conflict, discrepancy or ambiguity between the terms and conditions contained in this Agreement and any Schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

15.8 Waiver. No waiver by either party or any breach or default of any of the covenants or conditions herein contained and performed by the other party shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition.

15.9 Merger of Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

15.10 Counterparts. This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

15.11 Reproduction of Documents. This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction shall likewise be admissible in evidence.

15.12 Notices. All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other.

(a) If to Boston Financial Data Services, Inc. to: Boston Financial Data Services, Inc. 2 Heritage Drive, 4th Floor North Quincy, Massachusetts 02171 Attn: Legal Department Facsimile: (617) 483-2490

(b) If to the Transfer Agent, to:

Phoenix Equity Planning Corporation
101 Munson Street
Greenfield, Massachusetts 01301
Attention: Heidi Griswold
Facsimile: (413) 772-4112
cc: Phoenix Equity Planning Corporation
One American Row
Hartford, Connecticut 06115
Attention: Matthew Swendiman

In the event that any Fund establishes one or more series of Shares or a new investment company is added in addition to those listed on the attached Schedule A, with respect to which the Transfer Agent desires to have the Sub-Transfer Agent render services as sub-transfer agent under the terms hereof, it shall so notify the Sub-Transfer Agent in writing, and if the Sub-Transfer Agent agrees in writing to provide such services, such Fund or such series of Shares shall become a Portfolio (as the case may be) hereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

PHOENIX EQUITY PLANNING
CORPORATION

                                   By: /s/ Heidi Griswold
                                       -----------------------------------------

                                   Name: Heidi Griswold
                                         ---------------------------------------

                                   Title: AVP, Mutual Fund Services
                                          --------------------------------------
ATTEST:



/s/ Thomas J. Almstead
----------------------

                                   BOSTON FINANCIAL DATA SERVICES, INC.

                                   BY: /s/ Jane L. Brennan
                                       -----------------------------------------
                                       Jane Brennan, Divisional Vice President

ATTEST:



/s/ Steve Silverman, Client Service Officer
-------------------------------------------

SCHEDULE A
January 1, 2005

PHOENIX EQUITY TRUST
Phoenix Mid-Cap Value Fund
Phoenix-Aberdeen Worldwide Opportunities Fund
PHOENIX PARTNER SELECT FUNDS
Phoenix Partner Select Wealth Builder Fund Phoenix Partner Select Wealth Guardian Fund
THE PHOENIX-ENGEMANN FUNDS
Phoenix-Engemann Balanced Return Fund Phoenix-Engemann Focus Growth Fund
Phoenix-Engemann Nifty Fifty Fund
Phoenix-Engemann Small-Cap Growth
PHOENIX MULTI-SERIES TRUST
Phoenix-Goodwin Multi-Sector Fixed Income Fund Phoenix-Goodwin Multi-Sector Short Term Bond Fund
PHOENIX INSTITUTIONAL MUTUAL FUNDS
Phoenix Institutional Bond Fund
PHOENIX STRATEGIC EQUITY SERIES FUND
Phoenix-Seneca Growth Fund
Phoenix-Seneca Strategic Theme Fund
PHOENIX EQUITY SERIES FUND
Phoenix Growth & Income Fund
PHOENIX PORTFOLIOS
Phoenix Market Neutral Fund
PHOENIX INSTITUTIONAL MUTUAL FUNDS
Phoenix Institutional Bond Fund
PHOENIX INVESTMENT SERIES FUND
Phoenix Income & Growth Fund
Phoenix Global Utilities Fund
PHOENIX INVESTMENT TRUST 97
Phoenix Small Cap Value Fund
Phoenix Value Equity Fund
PHOENIX-GOODWIN MULTI SECTOR FIXED INCOME FUND, INC. PHOENIX GOODWIN CALIFORNIA TAX-EXEMPT BOND FUND PHOENIX STRATEGIC ALLOCATION FUND
PHOENIX MULTI-PORTFOLIO FUND
Phoenix-Aberdeen International Fund Phoenix-Duff & Phelps Real Estate Securities Fund Phoenix-Goodwin Emerging Markets Bond Fund Phoenix-Goodwin Tax Exempt Bond Fund
PHOENIX-KAYNE FUNDS
Phoenix-Kayne Rising Dividends Fund Phoenix-Kayne Small-Mid Cap Fund
Phoenix-Kayne International Fund
Phoenix-Kayne Intermediate Total Return Bond Fund Phoenix-Kayne California Intermediate Tax-Free Bond Fund

SCHEDULE A
January 1, 2005
(continued)

PHOENIX-SENECA FUNDS
Phoenix-Seneca Bond Fund
Phoenix-Seneca Mid-Cap "EDGE" Fund
Phoenix-Seneca Equity Income Fund
PHOENIX SERIES FUND
Phoenix Core Bond Fund
Phoenix-Engemann Mid-Cap Growth Fund Phoenix-Engemann Capital Growth Fund Phoenix-Goodwin High Yield Fund
Phoenix-Goodwin Money Market Fund

PHOENIX EQUITY PLANNING               BOSTON FINANCIAL DATA SERVICES,
CORPORATION                           INC.


By:  /s/ Heidi Griswold               By:  /s/ Jane L. Brennan
     ----------------------------          -------------------------------------
                                      Jane Brennan, Divisional Vice President

Name:  Heidi Griswold
       --------------------------

Title: AVP, Mutual Fund Services
       --------------------------

SCHEDULE 1.2(g)
AML DELEGATION

1. DELEGATION. In connection with the enactment of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and the regulations promulgated thereunder, (collectively, the "USA PATRIOT Act"), the Transfer Agent and the Funds have developed and implemented a written anti-money laundering program (the "AML Program"), which is designed to satisfy the requirements of the USA PATRIOT Act. Under the USA PATRIOT Act, a mutual fund can elect to delegate certain duties with respect to the implementation and operation of its AML Program to a service provider, including its transfer agent. The Funds have made such a delegation to the Transfer Agent. In accordance with the Funds' delegation, the Transfer Agent is desirous of having the Sub-Transfer Agent perform certain delegated duties pursuant to the AML Program and the Sub-Transfer Agent desires to accept such delegation.

2. LIMITATION ON DELEGATION. The Transfer Agent acknowledges and agrees that in accepting the delegation hereunder, the Sub-Transfer Agent is agreeing to perform only those services that have been expressly delegated hereby as the same may from time to time be amended and is not undertaking and shall not be responsible for any other aspect of the AML Program or for the overall compliance by the Funds with the USA PATRIOT Act or for any other matters delegated by the Funds to the Transfer Agent that have not been further delegated hereunder. Additionally, the parties acknowledge and agree that the Sub-Transfer Agent shall only be responsible for performing the delegated duties with respect to the ownership of, and transactions in, shares in the Funds for which the Sub-Transfer Agent maintains the applicable shareholder information.

3. CONSENT TO EXAMINATION. In connection with the performance by the Sub-Transfer Agent of the delegated duties below, the Sub-Transfer Agent understands and acknowledges that the Transfer Agent and the Funds remain responsible for assuring compliance with the USA PATRIOT Act and that the records the Sub-Transfer Agent maintains for the Transfer Agent on behalf of the Funds relating to the AML Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate such compliance. The Sub-Transfer Agent hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection, the Sub-Transfer Agent will use its best efforts to make available, during normal business hours and on reasonable notice all required records and information for review by such examiners.

4. DELEGATED DUTIES.

4.1 Consistent with the services provided by the Sub-Transfer Agent and with respect to the beneficial ownership of, and transactions in, shares in the Fund for which the Sub-Transfer Agent maintains the applicable shareholder information, the Sub-Transfer Agent shall:

SCHEDULE 1.2(f)
AML DELEGATION
(continued)

(a) Submit all financial and non-financial transactions through the Office of Foreign Assets Control ("OFAC") database and such other lists or databases as may be required from time to time by applicable regulatory authorities;

(b) Review special payee checks through OFAC database;

(c) Review redemption transactions that occur within thirty (30) days of account establishment or maintenance;

(d) Review wires sent pursuant to banking instructions other than those on file with the Sub-Transfer Agent;

(e) Review accounts with small balances followed by large purchases;

(f) Review accounts with frequent activity within a specified date range followed by a large redemption;

(g) On a daily basis, review purchase and redemption activity per tax identification number ("TIN") within the Funds to determine if activity for that TIN exceeded the $100,000 threshold on any given day;

(h) Monitor and track cash equivalents under $10,000 for a rolling twelve-month period and file IRS Form 8300 and issue the Shareholder notices required by the IRS;

(i) Determine when a suspicious activity report ("SAR") should be filed as required by regulations applicable to mutual funds; prepare and file the SAR. Provide the Transfer Agent with a copy of the SAR within a reasonable time after filing; notify the Transfer Agent if any further communication is received from U.S. Department of the Treasury or other law enforcement agencies regarding the SAR;

(j) Compare account information to any FinCEN request received by the Transfer Agent and provided to the Transfer Agent pursuant to USA PATRIOT Act Sec. 314(a). Provide the Transfer Agent with documentation/information necessary to respond to requests under USA PATRIOT Act Sec. 314(a) within required time frames; and

(k) In accordance with procedures agreed upon by the parties (which may be amended from time to time by mutual agreement of the parties) (i) verify the identity of any person seeking to open an account with a Fund, (ii) Maintain records of the information used to verify the person's identity and (iii) Determine whether the person appears on any lists of known or suspected terrorists or terrorists organizations provided to the Transfer Agent by any government agency.

SCHEDULE 1.2(f)
AML DELEGATION
(continued)

4.2 In the event that the Sub-Transfer Agent detects suspicious activity as a result of the foregoing procedures, which necessitates the filing by the Sub-Transfer Agent of a SAR, a Form 8300 or other similar report or notice to OFAC, then the Sub-Transfer Agent shall also immediately notify the Transfer Agent, unless prohibited by applicable law.

PHOENIX EQUITY PLANNING               BOSTON FINANCIAL DATA SERVICES,
CORPORATION                           INC.


By:  /s/ Heidi Griswold               By:  /s/ Jane L. Brennan
     ----------------------------          -------------------------------------
                                      Jane Brennan, Divisional Vice President

Name:  Heidi Griswold
       --------------------------

Title: AVP, Mutual Fund Services
       --------------------------

SCHEDULE 2.1
THIRD PARTY ADMINISTRATOR(S) PROCEDURES

Dated: January 1, 2005

1. On each day on which both the New York Stock Exchange and the Fund are open for business (a "Business Day"), the TPA(s) shall receive, on behalf of and as agent of the Fund, Instructions (as hereinafter defined) from the Plan. Instructions shall mean as to each Fund (i) orders by the Plan for the purchases of Shares, and (ii) requests by the Plan for the redemption of Shares; in each case based on the Plan's receipt of purchase orders and redemption requests by Participants in proper form by the time required by the terms of the Plan, but not later than the time of day at which the net asset value of a Fund is calculated, as described from time to time in that Fund's prospectus. Each Business Day on which the TPA receives Instructions shall be a "Trade Date".

2. The TPA(s) shall communicate the TPA(s)'s acceptance of such Instructions, to the applicable Plan.

3. On the next succeeding Business Day following the Trade Date on which it accepted Instructions for the purchase and redemption of Shares, (TD+1), the TPA(s) shall notify the Sub-Transfer Agent of the net amount of such purchases or redemptions, as the case may be, for each of the Plans. In the case of net purchases by any Plan, the TPA(s) shall instruct the Trustees of such Plan to transmit the aggregate purchase price for Shares by wire transfer to the Sub-Transfer Agent on (TD+1). In the case of net redemptions by any Plan, the TPA(s) shall instruct the Fund's custodian to transmit the aggregate redemption proceeds for Shares by wire transfer to the Trustees of such Plan on (TD+1). The times at which such notification and transmission shall occur on (TD+1) shall be as mutually agreed upon by each Fund, the TPA(s), and the Sub-Transfer Agent.

4. The TPA(s) shall maintain separate records for each Plan, which record shall reflect Shares purchased and redeemed, including the date and price for all transactions, and Share balances. The TPA(s) shall maintain on behalf of each of the Plans a single master account with the Sub-Transfer Agent and such account shall be in the name of that Plan, the TPA(s), or the nominee of either thereof as the record owner of Shares owned by such Plan.

5. The TPA(s) shall maintain records of all proceeds of redemptions of Shares and all other distributions not reinvested in Shares.

6. The TPA(s) shall prepare, and transmit to each of the Plans, periodic account statements showing the total number of Shares owned by that Plan as of the statement closing date, purchases and redemptions of Shares by the Plan during the period covered by the statement, and the dividends and other distributions paid to the Plan on Shares during the statement period (whether paid in cash or reinvested in Shares).

7. The TPA(s) shall, at the request and expense of each Fund, transmit to the Plans prospectuses, proxy materials, reports, and other information provided by each Fund for delivery to its shareholders.

SCHEDULE 2.1
THIRD PARTY ADMINISTRATOR(S) PROCEDURES

Dated: January 1, 2005
(continued)

8. The TPA(s) shall, at the request of each Fund, prepare and transmit to each Fund or any agent designated by it such periodic reports covering Shares of each Plan as each Fund shall reasonably conclude are necessary to enable the Fund to comply with state Blue Sky requirements.

9. The TPA(s) shall transmit to the Plans confirmation of purchase orders and redemption requests placed by the Plans; and

10. The TPA(s) shall, with respect to Shares, maintain account balance information for the Plan(s) and daily and monthly purchase summaries expressed in Shares and dollar amounts.

11. Plan sponsors may request, or the law may require, that prospectuses, proxy materials, periodic reports and other materials relating to each Fund be furnished to Participants in which event the Sub-Transfer Agent or each Fund shall mail or cause to be mailed such materials to Participants. With respect to any such mailing, the TPA(s) shall, at the request of the Sub-Transfer Agent or each Fund, provide at the TPA(s)'s expense a complete and accurate set of mailing labels with the name and address of each Participant having an interest through the Plans in Shares.

PHOENIX EQUITY PLANNING               BOSTON FINANCIAL DATA SERVICES,
CORPORATION                           INC.


By:  /s/ Heidi Griswold               By:  /s/ Jane L. Brennan
     ----------------------------          -------------------------------------
                                      Jane Brennan, Divisional Vice President

Name:  Heidi Griswold
       --------------------------

Title: AVP, Mutual Fund Services
       --------------------------

SCHEDULE 2.1
FEES
January 1, 2005 through December 31, 2007

General: Fees are billable on a monthly basis at the rate of 1/12th of the annual fee and include National Quality Review charges. A charge is made for an account in the month that an account opens or closes. Account service fees are the higher of; (a) open account charges plus closed account charges or, (b) the CUSIP minimum. A CUSIP that merges with another CUSIP shall be charged account service fees through May of the year following the calendar year in which the CUSIP merged. CUSIPs are subject to account service fees until purged from the TA2000 System.

Annual Account Service Fees*
----------------------------
Open Account                                                          $    5.75/account
Closed Account                                                        $    1.40/account

    *Note:  A CUSIP Minimum Fee of $1,617/month applies.

Other Annual Fees
-----------------
Investor                                                              $    1.89/Investor
12b-1 Commissions/TASS                                                $    1.08/account
COMFEE Processing                                                     $    0.25/account (once initialized)

Transaction Fees
----------------
Checkwriting                                                          $    1.05/draft

Automated Work Station ("AWD") Support Fees
-------------------------------------------
1-150 Workstations                                                    $4,500.00/each/year
151+ Workstations                                                     $4,400.00/each/year
AWD AUTOSOURCE                                                        $   10.00/report/execution
NT Fax                                                                $1,500.00/line/year

Out-of-Pocket Expenses**: Out-of-pocket expenses include but are not limited to confirmation statement files, NSCC charges, postage, forms, audio response, Internet based applications, disaster backup, project management, business event management, programming, reports, telephone/line charges, faxes, transmissions, freight, records retention, federal funds wires, microfiche, CD ROMS, fund implementation and expenses incurred at the specific direction of the Transfer Agent.

**Note: The Sub-Transfer Agent agrees to inform the Transfer Agent of rate changes prior to their implementation.

PHOENIX EQUITY PLANNING             BOSTON FINANCIAL DATA SERVICES, INC.
CORPORATION

By:  /s/ Heidi Griswold             By:  /s/ Jane L. Brennan
     ----------------------------        ----------------------
                                         Jane Brennan, Divisional Vice President

Name:  Heidi Griswold
       --------------------------

EXHIBIT j

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated August 19, 2005, relating to the financial statements and financial highlights which appears in the June 30, 2005 Annual Report to Shareholders of Phoenix Mid-Cap Value Fund and Phoenix Worldwide Strategies Fund (constituting Phoenix Equity Trust), which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights", "Non-Public Holdings Information", "Independent Registered Public Accounting Firm" and "Reports to Shareholders" in such Registration Statement.

/s/PricewaterhouseCoopers LLP
Boston, Massachusetts
October 25, 2005

EXHIBIT m.1

PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND
(THE "FUND")

CLASS A SHARES
AMENDED AND RESTATED DISTRIBUTION PLAN
PURSUANT TO RULE 12b-1

UNDER THE
INVESTMENT COMPANY ACT OF 1940

PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND
(the "Fund")

CLASS A SHARES
AMENDED AND RESTATED DISTRIBUTION PLAN
PURSUANT TO RULE 12b-1

under the
INVESTMENT COMPANY ACT OF 1940

The Fund and Phoenix Equity Planning Corporation (the "Distributor"), a broker-dealer registered under the Securities and Exchange Act of 1934, have entered into a Distribution Agreement pursuant to which the Distributor will act as principal underwriter of each class of shares of the Fund for sale to the permissible purchasers. The Trustees of the Fund have determined to adopt this Distribution Plan (the "Plan"), in accordance with the requirements of Section 12b-1 of the Investment Company Act of 1940, as amended (the "Act") with respect to Class A shares of the Fund and have determined that there is a reasonable likelihood that the Plan will benefit the Fund and its Class A shareholders.

The Fund shall pay the Distributor, at the end of each month, an amount on an annual basis equal to 0.25% of the average daily value of the net assets of the Fund's Class A shares, as compensation of providing personal service to shareholders, including assistance in connection with inquiries relating to shareholder accounts, and for maintaining shareholder accounts (the "Service Fee").

Amounts paid or payable by the Fund under this Plan or any agreement with any person or entity relating to the implementation of this Plan ("related agreement") shall only be used to pay for, or reimburse payment for, the distribution expenditures described in the preceding paragraph and shall, given all surrounding circumstances, represent charges within the range of what would have been negotiated at arm's length as payment for the specific sales or promotional services and activities to be financed hereunder and any related agreement, as determined by the Trustees of the Fund, in the exercise of reasonable business judgment, in light of fiduciary duties under state law and Sections 36(a) and (b) of the Act and based upon appropriate business estimates and projections.

At least quarterly in each year this Plan remains in effect, the Fund's Principal Accounting Officer or Treasurer, or such other person authorized to direct the disposition of monies paid or payable by the Fund, shall prepare and furnish to the Trustees of the Fund for their review, and the Trustees shall review, a written report complying with the requirements of Rule 12b-1 under the Act regarding the amounts expended under this Plan and the purposes for which such expenditures were made.

This plan shall not take effect until it, together with any related agreement, has been approved by a vote of at least a majority of the Fund's Trustees as well as a vote of at least a majority of the Trustees of the Fund who are not interested persons (as defined in the Act) of the Fund and who have no direct or indirect financial interest in the operation of this Plan or in any related agreement (the "Disinterested Trustees"), cast in person at a meeting called for the purpose of voting on this Plan or any related agreement and this Plan shall not take effect with respect to the Fund until it has been approved by a vote of at least a majority of the outstanding voting Class A shares (as such phrase is defined in the Act).

This Plan shall remain in effect for one year from the date of its adoption and may be continued thereafter if specifically approved at least annually by a vote of at least a majority of the Trustees of the Fund as well as a majority of the Disinterested Trustees. This Plan may be amended at any time, provided that (a) the Plan may not be amended to increase materially the amount of the distribution expenses provided in Paragraph 2 hereof (including the Service Fee) without the approval of at least a majority of the outstanding voting securities (as defined in the Act) of the Class A shares of the Fund and
(b) all material amendments to this Plan must be approved by a majority vote of the Trustees of the Fund and of the Disinterested Trustees cast in person at a meeting called for the purpose of such vote.

While this Plan is in effect, the selection and nomination of Trustees who are not interested persons (as defined in the Act) of the Fund shall be committed to the discretion of the Disinterested Trustees then in office.

Any related agreements shall be in writing and shall provide that (a) such agreement shall be subject to termination, without penalty, by vote of a majority of the outstanding voting securities (as defined in the Act) of the Class A shares of the Fund on not more than 60 days' written notice to the other party to the agreement and (b) such agreement shall terminate automatically in the event of its assignment.

This Plan may be terminated at any time by a vote of a majority of the Disinterested Trustees or by a vote of a majority of the outstanding voting securities (as defined in the Act) of the Class A shares of the Fund. In the event this Plan is terminated or otherwise discontinued, no further payments hereunder will be made hereunder.

The Fund shall preserve copies of this Plan and any related agreements and all reports made pursuant to Paragraph 3 hereof, and any other information, estimates, projections and other materials that serve as a basis therefor, considered by the Trustee of the Fund, for a period of not less than six years from the date of this Plan, the agreement or report, as the case may be, the first two years in an easily accessible place.

The Fund's Declaration of Trust dated November 4, 1991, a copy of which, together with the amendments thereto ("Declaration"), is on file in the office of the Secretary of the Commonwealth of Massachusetts, refers to the Trustees under the Declaration of Trust collectively as Trustees, but not as individuals or personally, and no Trustee, shareholder, officer, employee or agent of the Fund may be held to any personal liability, nor may any resort be had to their private property for the satisfaction of any obligation or claim or otherwise in connection with the affairs of the Fund but the Fund property only shall be liable.

[Adopted at a duly held meeting of the Board of Trustees on November 18, 1998.]

EXHIBIT p.1

CODE OF ETHICS
PHOENIX FUNDS
THE PHOENIX EDGE SERIES FUND
PURSUANT TO RULE 17j-1
OF THE 1940 ACT
AMENDED AND RESTATED 02/05

This Code of Ethics applies to all Access Persons of each Phoenix advisory and broker-dealer subsidiary in their management and administration of the Funds(1). The Advisers include Phoenix Investment Counsel, Inc.; Duff & Phelps Investment Management Co.; Engemann Asset Management; Euclid Advisors, LLC; Kayne Anderson Rudnick Investment Management, LLC, Phoenix Variable Advisors, Inc.; Seneca Capital Management, LLC; and Phoenix/Zweig Advisers LLC (for use herein referred to collectively as "Adviser"). Phoenix Equity Planning Corporation is a registered broker/dealer, a related subsidiary which currently provide services to the Funds and acts as the principal underwriter of the Funds. Access Persons of the investment advisers and subadvisers to the Funds that are not affiliated with Phoenix are governed by separate codes. To the extent necessary, each subsidiary may impose further limitations of personal trading subject to notifying the Chief Legal Officer and the Chief Compliance Officer of the applicable Fund.

NOTWITHSTANDING THE ABOVE, THE PROHIBITIONS IN SECTION 2 BELOW ARE IMPOSED BY RULE 17J-1, AND APPLY TO ALL AFFILIATED PERSONS OF THE FUNDS AND THEIR INVESTMENT ADVISERS AND SUBADVISERS, WHETHER OR NOT THEY ARE GOVERNED BY THIS CODE OF ETHICS.

1. STATEMENT OF ETHICAL PRINCIPLES

Each Adviser holds its employees to a high standard of integrity and business practices. In serving their respective shareholders and clients, each Adviser strives to avoid conflicts of interest or the appearance of conflicts of interest in connection with the personal trading activities of its employees and the Fund's securities transactions.

While affirming their confidence in the integrity and good faith of all of their employees, officers, trustees, and directors, each Adviser recognizes that the knowledge of present or future portfolio transactions or the power to influence portfolio transactions, if held by such individuals, could place them in a position where their personal interests might conflict with the interests of the Fund, if they were to trade in securities eligible for investment by the Fund.

In view of the foregoing and of the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), each Adviser has determined to adopt this Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict) and to establish reporting requirements and enforcement procedures.

When Access Persons covered by the terms of this Code of Ethics engage in personal securities transactions, they must adhere to the following general principles as well as to the Code's specific provisions:

(a) At all times, the interests of Fund shareholders must be paramount;

(b) Personal transactions must be conducted consistent with this Code of Ethics in a manner that avoids any actual or potential conflict of interest; and

(c) No inappropriate advantage should be taken of any position of trust and responsibility.

(d) Compliance with all applicable federal securities laws must be maintained.

2. UNLAWFUL ACTIONS

It is unlawful for any Affiliated person of any Fund or any of its Advisers, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by any Fund:

(a) to employ any device, scheme or artifice to defraud any Fund;

(b) to make any untrue statement of a material fact to any Fund or omit to state a material fact necessary in order to make the statements made to any Fund, in light of the circumstances under which they are made, not misleading;

(c) to engage in any act, practice or course of business that operates or would operate as a fraud or deceit on any Fund; or to engage in any manipulative practice with respect to any Fund.

(d) to divulge or act upon any material, non-public information, as such term is defined under relevant securities laws.

3. DEFINITIONS

(a) "Access Person": pursuant to Rule 17j-1 of the Investment Company Act of 1940, means any Advisory Person of a Fund or of a Fund's investment adviser. All of Advisers directors, officers, and general partners are presumed to be Access Persons of any Fund advised by the investment adviser. All of the Funds directors, officers, and general partners are presumed to be Access Persons of the Fund.

(b) In addition, Access Persons include any director, officer or general partner of PEPCO, the principal underwriter of the Funds, who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by the Fund for which PEPCO acts, or whose functions

or duties in the ordinary course of business relate to the making of any recommendation to the Fund regarding the purchase or sale of Covered Securities.

(c) Advisory Person of a Fund or of a Fund's investment adviser means:

(i) Any director, officer, general partner or employee of the Fund or investment advisor (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and

(ii) Any natural person in a control relationship to the Fund or investment adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.

(iii) Any Investment Personnel.

(d) "Affiliated person" of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.

(e) "Beneficial ownership" shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) in determining whether a person is the beneficial owner of a security for purposes of
Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations thereunder. Generally, beneficial ownership means having or sharing, directly or indirectly through any contract, arrangement, understanding, relationship, or otherwise, a direct or indirect "pecuniary interest" in the security. For the purposes hereof,

(i) "Pecuniary interest" means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security.

(ii) "Indirect pecuniary interest" includes, but is not limited to: (a) securities held by members of the person's "immediate family" (this means any child, child-in-law, stepchild, grandchild, parent, parent-in-law, stepparent, grandparent, spouse, sibling, or sibling-in-law and includes adoptive relationships) sharing the same household (which ownership interest may be rebutted); (b) a general partner's proportionate interest in portfolio securities held by a general or limited partnership; (c) a person's right to dividends that is separated or separable from the underlying securities (otherwise, a right to dividends alone will not constitute a pecuniary interest in securities); (d) a person's interest in securities held by a trust; (e) a person's right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; and (f) a

performance-related fee, other than an asset based fee, received by any broker, dealer, bank, insurance company, investment company, investment manager, trustee, or person or entity performing a similar function, with certain exceptions (see Rule 16a-1(a)(2)).

(f) "Chief Compliance Officer" refers to the person appointed by the Boards of the funds pursuant to the provisions of Rule 38a-1. Such person is identified on Schedule A hereto.

(g) "Compliance Officer" may refer to the Fund's designated Compliance Officer or an Adviser's Compliance Officer or any person designated by each such to perform the administrative functions of this Code. Such persons are identified on Schedule B hereto.

(h) "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the 1940 Act.

(i) "Covered Security" means all securities including those issued by any reportable fund, except securities that are direct obligations of the Government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper and shares of unaffiliated registered open-end investment companies.

(j) "Disinterested Trustee" means a Trustee of a Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

(k) "Initial Public Offering" means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.

(l) "Investment Personnel" shall mean:

(i) any employee of the Fund or Adviser (or of any company in a control relationship to the Fund or Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund; and

(ii) any natural person who controls the Fund or an Adviser and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund. Investment Personnel includes any Portfolio Manager or other investment person, such as an analyst or trader, who provides information and advice to a Portfolio Manager or assists in the execution of the investment decisions.

(m) "Limited Offering" or "Private Placement" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) thereof, or pursuant to Rule 504, Rule 505, or Rule 506 thereunder.

(n) "Managed Portfolio" shall mean those Funds, individually and collectively, for which the Portfolio Manager makes buy and sell decisions. For those Funds operating as series companies, Managed Portfolio shall include only the series for which the Portfolio Manager serves as the Portfolio Manager.

(o) "Portfolio Manager" means the person or portfolio management team entrusted to make or participate in the making of the buy and sell decisions for a Fund, or series thereof; as disclosed in the Fund(s) prospectus.

(p) "Purchase or sale of a security" includes, among other things, the writing of an option to purchase or sell a security or the purchase or sale of a security that is exchangeable for or convertible into a security.

(q) "Reportable Fund" includes those 1940 Act registered investment companies for which the Adviser or an affiliate acts as adviser or sub-adviser, or principal underwriter.

(r) "Security" shall have the meaning set forth in Section 2(a)(36) of the 1940 Act.

(s) "Security Held or to be Acquired" by a Fund means:

(i) any Covered Security which, within the most recent 15 days:

(A) is or has been held by the Fund; or
(B) is being or has been considered by the Fund or any of
its investment advisers for purchase by the Fund; and

(ii) any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in paragraph (p)(i) of this Section.

A security is "being considered for purchase or sale" when a recommendation to purchase or sell a security has been made and communicated and, with respect to the Investment Personnel making the recommendation, when such person seriously considers making such a recommendation.

4. EXEMPTED TRANSACTIONS

The preclearance prohibitions of Section 5 of this Code, shall not apply to:

(a) Purchases or sales effected in any account over which the Advisory Person has no direct or indirect influence or control in the reasonable estimation of the Adviser's Compliance Officer. This exemption will also apply to personal brokerage

accounts for which a third party (e.g. broker, financial advisor) makes all investment decisions on behalf of the Access Person. The discretionary arrangement must be documented to the Adviser's Compliance Officer or his or her designee.

(b) Purchases or sales of securities not eligible for purchase or sale by the Fund.

(c) Purchases or sales which are non-volitional on the part of either the Advisory Person or the Fund.

(d) Purchases of shares necessary to establish an automatic dividend reinvestment plan or pursuant to an automatic dividend reinvestment plan, and subsequent sales of such securities.

(e) Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

(f) Purchase or sale of securities issued under an employee stock purchase or incentive program unless otherwise restricted.

5. PROHIBITED ACTIVITIES

(a) IPO Rule: No Advisory Person may directly or indirectly acquire beneficial ownership in any securities in an Initial Public Offering (including IPOs offered through the Internet), except with the prior written approval of the Adviser's Compliance Officer. No NASD registered person may participate in an IPO pursuant to NASD Rule 2790.

(b) Limited Offering/Private Placement Rule: No Advisory Person may directly or indirectly acquire beneficial ownership in any securities in a Limited Offering or Private Placement except with the prior written approval of the Adviser's Compliance Officer.

(i) The Adviser's Compliance Officer will make a record of any decision, and the reasons supporting the decision, to grant approval for transactions in IPOs and Limited Offerings, and will maintain these records for at least five years after the end of the fiscal year in which the approval is granted.

(c) Preclearance Rule: No Advisory Person may directly or indirectly acquire or dispose of beneficial ownership in a Covered Security unless such transaction has been precleared by the Adviser's Compliance Officer. Preclearance is required prior to executing any trade through any personal brokerage account, unless specially exempted under Section 4 above. Preclearance is valid through the business day next following the day preclearance is given.

(i) The Adviser's Compliance Officer will monitor investment activity by the Advisory Person involving the precleared transaction.

(ii) Compliance reserves up to one business day to respond to any request for preclearance.

NOTE: EACH ADVISER'S COMPLIANCE OFFICER MAY DENY APPROVAL OF ANY TRANSACTION REQUIRING PRECLEARANCE UNDER THIS PRECLEARANCE RULE, EVEN IF THE TRANSACTION IS NOMINALLY PERMITTED UNDER THIS CODE OF ETHICS, IF HE OR SHE REASONABLY BELIEVES THAT DENYING PRECLEARANCE IS NECESSARY FOR THE PROTECTION OF A FUND. ANY SUCH DENIAL MAY BE APPEALED TO THE FUND'S CHIEF COMPLIANCE OFFICER. THE DECISION OF THE CHIEF COMPLIANCE OFFICER SHALL BE FINAL.

(d) Open Order Rule: No Advisory Person may directly or indirectly acquire or dispose of beneficial ownership in any Covered Security on a day during which a Fund has a pending "buy" or "sell" order for that security of the same type (i.e., buy or sell) as the proposed personal trade, until the Fund's order is executed or withdrawn.

Exceptions: The following securities transactions are exempt from the Open Order Rule:

1. Purchases or sales of up to 500 shares of an issuer ranked in the Standard & Poor's 500 Composite Stock Index (S&P 500) at the time of purchase or sale The Adviser's Compliance Officer shall make available an updated list of such issuers quarterly.

2. Purchases or sales approved by the Adviser's Compliance Officer in his/her discretion.

(e) Blackout Rule: No Investment Personnel may directly or indirectly acquire or dispose of beneficial ownership in a Covered Security within seven calendar days before and after a Managed Portfolio trades in that Security.

Transactions permitted under the Blackout Rule must also satisfy the Open Order Rule and the Preclearance Rule, if and to the extent the transaction is not covered by exceptions to those rules.

(f) Ban on Short-term Trading. Advisory Persons must hold each Security for a period of not less than sixty (60) days from date of acquisition.

(g) Gifts. No Access Person shall accept any gift or other item (for the purpose of this Code "gifts" include but are not limited to cash, merchandise, gifts, prizes, travel expenses, meals and certain types of entertainment) of more than $100 in value from any person or entity that does business with or on behalf of the Advisor or the Fund. All gifts received must be reported to the Advisor's Compliance Department.

ANY PROFITS REALIZED BY A PORTFOLIO MANAGER ON A PERSONAL TRADE IN VIOLATION OF SECTIONS 5(d) (e) AND (f) MUST BE DISGORGED AT THE REQUEST OF THE FUND.

(h) Service as Director. No Advisory Person shall serve on the board of directors of a publicly traded company without prior authorization by the President or the Compliance Officer of the Fund. If board service is authorized, such Advisory Person shall have no role in making investment decisions with respect to the publicly traded company.

(i) Market Timing Prohibited. No Portfolio Manager shall engage in excessive trading or market timing activities with respect to any mutual fund whether or not such mutual fund is a Managed Portfolio, or is managed by such Adviser/Subadvisor or any affiliated adviser or subadviser. For the purposes of the foregoing, "market timing" shall be defined as a purchase and redemption, regardless of size, in and out of the same mutual fund within any sixty (60) day period. The foregoing restrictions shall not apply to Portfolio Managers investing in mutual funds through automatic reinvestment programs, and any other non-volitional investment vehicles. Portfolio Managers shall provide quarterly certifications as to their compliance with this restriction.

6. REPORTING AND COMPLIANCE PROCEDURES

(a) The Code of Ethics, and any amendments thereto, shall be provided to every Access Person.

(b) All Access Persons (other than Disinterested Trustees) shall direct their brokers to supply, at the same time that they are sent to the Access Person, a copy of the confirmation for each personal securities trade and a copy of each periodic account statement to the Adviser's Compliance Officer.

(c) Every Access Person shall report to the Fund the information described in Section 6(c) of this Code with respect to transactions in any Covered Security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the Covered Security, provided that

(i) a Disinterested Trustee of the Fund need not report securities transactions unless the Trustee knew or, in the ordinary course of fulfilling his or her official duties as a Fund Trustee, should have known that during the 15-day period immediately before or after the Trustee's transaction in a Covered Security, the Fund purchased or sold the Covered Security or the Fund or any of its investment advisers or subadvisers considered purchasing or selling the Covered Security, and

(ii) An Access Person whose duplicate broker trade confirmations or account statements are received by the Adviser's Compliance Officer, pursuant to Section 6(a) with respect to the time period required by Section 6(c), may reference that duplicate information in their quarterly report if all of the information required in Section 6(c) is contained in those confirmations and statements.

(d) Every report required pursuant to Section 6(b) above shall be made not later than 15 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

(i) with respect to any transaction during the quarter in a Covered Security in which the Access Person (other than Disinterested Trustees) had or acquired any direct or indirect beneficial ownership:

(A) The date of the transaction, the title and number of shares; the maturity date, principal amount and interest rate of debt securities, of each Covered Security involved; and, as applicable, the exchange ticker symbol or CUSIP number;

(B) The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition);

(C) The price of the Covered Security at which the transaction was effected; and

(D) The name of the broker, dealer or bank with or through whom the transaction was effected; and

(ii) with respect to any account established during the quarter in which Securities were held during the quarter for the direct or indirect benefit of the Access Person:

(A) The name of the broker, dealer, or bank with whom the Access Person established the account; and

(B) The date the account was established.

(iii) Access Persons are required to report transactions in any affiliated mutual fund for which they have any direct or indirect beneficial ownership; except as specifically exempted by Section 4 above.

(iv) The date the report is submitted by the Access Person.

(e) No later than 10 days after becoming an Access Person, and annually thereafter on or before January 31 of each year, each Access Person (other than Disinterested

Trustees) must submit to the Adviser's Compliance Officer a report of his or her personal securities holdings (the "Initial Holdings Report" and the "Annual Holdings Report", respectively), which must include the following information (the Applicable Date for the Initial Holdings Report is the date the person became an Access Person; the Applicable Date for the Annual Holdings Report must be a date no earlier than December 31 of the prior year):

(i) The title and number of shares; and/or the maturity date, principal amount and interest rate of debt securities; and, as applicable the exchange ticker symbol or CUSIP number of each Covered Security in which the Access Person had any direct or indirect beneficial ownership as of the Applicable Date.

(ii) The name of any broker, dealer or bank with whom the Access Person maintained an account in which securities were held for the direct or indirect benefit of the Access Person as of the Applicable Date.

(iii) The date the report is submitted by the Access Person.

(f) Each Access Person (other than Disinterested Trustees) shall submit annually to the Adviser's Compliance Officer a certification by the Access Person that he or she has received, read and understood the Code of Ethics, has complied with the Code's requirements, and has disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the Code's requirements. The certification will be submitted to the Compliance Officer by January 31 of each year.

(g) Any report made under this Section 6 may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.

(h) (i) Each Fund's Compliance Officer shall furnish to the applicable Fund's Board of Trustees annually, and such Board will consider, a written report that:

(A) Summarizes the current procedures under the Code of Ethics;

(B) Describes any issues arising from the Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and

(C) Certifies that the Fund or the Adviser, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

(ii) The Fund's Compliance Officer shall obtain from each investment adviser and the subadviser to the Fund whose Access Persons are governed by its own Code of Ethics, a written report including the information and certification required in (B) and (C) above with respect to that Code.

(iii) The Board will consider all of these reports.

(iv) These reports will be available to the Chief Compliance Officer of the Funds.

(i) Any Access Person shall immediately report any potential violation of this Code of which he or she becomes aware to the Adviser's Compliance Officer.

(j) An Access Person need not make reports under this Section 6 with respect to transactions effected for any account over which such person does not have any direct or indirect influence or control.

(k) Each Adviser's Compliance Officer will review all reports and other information submitted under this Section 6. This review will include such comparisons with trading records of the Fund as are necessary or appropriate to determine whether there have been any violations of the Code.

(l) Each Adviser's Compliance Officer will maintain a list of all Access Persons who are required to make reports under the Code, and shall inform those Access Persons of their reporting obligations. Each Adviser's Compliance Officer shall promptly notify any Access Person when any report has not been filed on a timely basis.

(m) Please refer to Schedule B for person(s) to contact for preclearance and to file Annual Holdings and Quarterly Personal Securities Transaction reports.

7. SANCTIONS

Upon discovering a violation of this Code, the Board of Trustees of a Fund may impose such sanctions as it deems appropriate, including inter alia, a letter of censure or suspension or termination of employment, or suspension of personal trading privileges for such period as it may deem appropriate. Provided further, the Adviser's Compliance Officer shall review and present sanctions levied for non-compliance at each regularly scheduled Board meeting. Please see attached Schedule A of Sanctions that may be levied for violations of this Code.

8. EXCEPTIONS

Each Adviser's Compliance Officer, in consultation with the Chief Legal Officer, may grant written exceptions to provisions of the Code based on equitable considerations. The

exceptions may be granted to individuals or classes of individuals with respect to particular transactions, classes of transactions or all transactions, and may apply to past as well as future transactions, provided, however, that no exception will be granted where the exceptions would result in a violation of Rule 17j-1. To the extent any such exception relates to an Access Person of a Fund, the exception will be reported to a Fund's Board at its next regularly scheduled meeting. Notwithstanding anything herein to the contrary, the Compliance Officer shall promptly report any and all exceptions to the Chief Compliance Officer of the applicable Fund and the Chief Compliance Officer may provide an independent report to the applicable Board regarding his/her assessment of the merits and potential repercussions of granting any such exceptions.

9. RECORDKEEPING

All Code of Ethics records will be maintained pursuant to the provisions of Rules 17j-1 and 204A-1.

10. OTHER CODES OF ETHICS

This Code of Ethics does not amend or supercede any other Code(s) of Ethics that may affect the duties and obligations of any person affected hereby.

(Revised February 2005)

SCHEDULE A

Chief Compliance Officer of the Funds: Marc Baltuch

SCHEDULE B

Person to contact for preclearance and reporting requirements: Frances Crisafulli

CERTIFICATION:

By my signature below, I certify that I have received, read, and understood the foregoing policies of the Phoenix Funds Code of Ethics, and will comply in all respects with such policies.

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                                                            Q REPORT AFFILIATED MF
   INITIAL HOLDINGS REPORT            Q REPORT                   TRANSACTIONS            ANNUAL REPORT              PRE-CLEAR
------------------------------------------------------------------------------------------------------------------------------------
     All Access Persons          All Access Persons           Investment Personnel     All Access Persons       Advisory Persons
------------------------------------------------------------------------------------------------------------------------------------
o  1st violation - written     o  1st violation -           o  1st violation -         o  1st violation -     o  1st violation -
   warning                        written warning              written warning            written warning        written warning
o  2nd violation within        o  2nd violation within      o  2nd violation within                           o  2nd violation
   the same year - $50.00         the same year - $50.00       the same year - $50.00                            within the same
   fine payable to the            fine payable to the          fine payable to the                               year - $100 fine
   Phoenix Foundation             Phoenix Foundation           Phoenix Foundation                                payable to the
o  3rd violation within        o  3rd violation within      o  3rd violation within                              Phoenix Foundation
   the same year - suspension     the same year -              the same year -                                   and suspension of
   of trading privileges for      suspension of trading        suspension of trading                             trading privileges
   30 days                        privileges for 30 days       privileges for 30 days                            for 30 days
                                                                                                              o  3rd violation
                                                                                                                 within the same
                                                                                                                 year - suspension
                                                                                                                 of trading
                                                                                                                 privileges for 90
                                                                                                                 days


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

------------------------------------------------------------------------------------------------------------------------------------
  PRE-CLEAR IPOs & LIMITED                                                            MARKET TIMING PROHIBITION
         OFFERINGS*                    BLACKOUT            60-DAY HOLDING REQUIREMENT      AND Q CERTIFICATE      OPEN ORDER RULE
------------------------------------------------------------------------------------------------------------------------------------
     Advisory Personnel          Investment Personnel         Advisory Personnel         Investment Personnel   Investment Personnel
------------------------------------------------------------------------------------------------------------------------------------
o  1st violation -             o  1st violation -           o  1st violation -         o  1st violation -     o  1st violation -
   Reported to Chief Legal        disgorgement of profits      written warning            possible grounds       Reported to - Chief
   Officer and President of       on the personal trade     o  2nd violation -            for termination        Legal Officer and
   Phoenix Investment Counsel  o  2nd violation -              violation within the       at determination       President of
   for determination of           Reported to Chief Legal      same year - $50.00 fine    of Chief Legal         Phoenix Investment
   appropriate sanctions.         Officer and President of     payable to the Phoenix     Officer and            Counsel for
o  2nd violation -                Phoenix Investment           Foundation                 President of           determination of
   possible grounds for           Counsel for               o  3rd violation within       Phoenix Investment     appropriate
   termination                    determination of             the same year -            Counsel                sanctions.
                                  appropriate sanctions.       suspension of trading                          o  2nd violation -
                               o  3rd violation -              privileges for 60 days                            possible grounds
                                  possible grounds for                                                           for termination
                                  termination

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

*s/t NASD Prohibition Rule 2790.

EXHIBIT p.2

CODE OF ETHICS

PHOENIX INVESTMENT COUNSEL, INC.
AMENDED AND RESTATED 02/2005

This Code of Ethics applies to all Access Persons of Phoenix Investment Counsel, Inc.

1. STATEMENT OF ETHICAL PRINCIPLES

The Adviser holds its employees to a high standard of integrity and business practices. In serving their respective shareholders and clients, the Adviser strives to avoid conflicts of interest or the appearance of conflicts of interest in connection with the personal trading activities of its employees and the securities transactions in any managed account.

While affirming their confidence in the integrity and good faith of all of their employees, officers, trustees, and directors, the Adviser recognizes that the knowledge of present or future portfolio transactions or the power to influence portfolio transactions, if held by such individuals, could place them in a position where their personal interests might conflict with the interests of the managed account, if they were to trade in securities eligible for investment by the managed account.

In view of the foregoing and of the provisions of Sections 204-2 and 204A-1under the Investment Advisers Act of 1940, as amended, the Adviser has determined to adopt this Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict) and to establish reporting requirements and enforcement procedures. When Access Persons covered by the terms of this Code of Ethics engage in personal securities transactions, they must adhere to the following general principles as well as to the Code's specific provisions:

(a) At all times, the interests of the Adviser and the Adviser's clients must be paramount;

(b) Personal transactions must be conducted consistent with this Code of Ethics in a manner that avoids any actual or potential conflict of interest; and

(c) No inappropriate advantage should be taken of any position of trust and responsibility.

(d) Compliance with all applicable federal securities laws must be maintained, to include the Investment Advisers Act of 1940, and the Investment Company Act of 1940.

(e) Access Persons are required to adhere to the standards of business conduct outlined in The Phoenix Companies Code of Conduct.

(f) Access Persons of the Advisor are required to adhere to the Phoenix Funds Code of Ethics.

2. UNLAWFUL ACTIONS

It is unlawful for any Affiliated person, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by any client account:

(a) to employ any device, scheme or artifice to defraud any client;

(b) to make any untrue statement of a material fact to any client or omit to state a material fact necessary in order to make the statements made to any client, in light of the circumstances under which they are made, not misleading;

(c) to engage in any act, practice or course of business that operates or would operate as a fraud or deceit on any client; or to engage in any manipulative practice with respect to any client;

(d) to divulge or act upon any material, non-public information, as such term is defined under relevant securities laws.

3. DEFINITIONS

(a) "Access Person" means any Director, officer, general partner, Portfolio Manager or Advisory Person of the adviser. An Access person is any supervised person who has access to nonpublic information regarding purchase or sales in managed accounts, or portfolio holdings of a managed account. The Compliance Department shall maintain a list of the Adviser's Access Persons.

(b) "Adviser" means Phoenix Investment Counsel, Inc.

(c) "Advisory Person" means

(i) any employee of the Adviser or of any company in a control relationship to the Adviser, who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of securities by the Adviser for a Client, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and

(ii) Any natural person in a control relationship to the Fund or investment adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.

(iii) Any Investment Personnel.

(d) "Beneficial ownership" shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) in determining whether a person is the beneficial owner of a security for purposes of
Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations thereunder. Generally, beneficial ownership means having or sharing, directly or indirectly through any contract, arrangement, understanding, relationship, or otherwise, a direct or indirect "pecuniary interest" in the security. For the purposes hereof,

(i) "Pecuniary interest" means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security.

(ii) "Indirect pecuniary interest" includes, but is not limited to: (a) securities held by members of the person's "immediate family" (this means any child, child-in-law, stepchild, grandchild, parent, parent-in-law, stepparent, grandparent, spouse, sibling, or sibling-in-law and includes adoptive relationships) sharing the same household (which ownership interest may be rebutted); (b) a general partner's proportionate interest in portfolio securities held by a general or limited partnership;
(c) a person's right to dividends that is separated or separable from the underlying securities (otherwise, a right to dividends alone will not constitute a pecuniary interest in securities); (d) a person's interest in securities held by a trust; (e) a person's right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; and (f) a performance-related fee, other than an asset based fee, received by any broker, dealer, bank, insurance company, investment company, investment manager, trustee, or person or entity performing a similar function, with certain exceptions (see Rule 16a-1(a)(2)).

(e) "Chief Compliance Officer" refers to the person appointed by the Advisor pursuant to the provisions of Section 206(4)-7.

(f) "Client" means each and every investment company, or series thereof, or other institutional account managed by the Adviser, individually and collectively.

(g) "Compliance Officer" may refer to the Adviser's designated Compliance Officer or any person designated to perform the administrative functions of this Code.

(h) "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the Investment Company Act of 1940, as amended (the "1940 Act").

(i) "Covered Security" means all securities, including those issued by any reportable fund, except securities that are direct obligations of the Government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper and shares of unaffiliated registered open-end investment companies.

(j) "Initial Public Offering" means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.

(k) "Investment Personnel" shall mean:

(i) any employee of the Adviser (or of any company in a control relationship to the Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities; and

(ii) any natural person who controls the Adviser and who obtains information concerning recommendations made regarding the purchase or sale of securities by the Fund. Investment Personnel includes any Portfolio Manager or other investment person, such as an analyst or trader, who provides information and advice to a Portfolio Manager or assists in the execution of the investment decisions.

(l) "Limited Offering" or "Private Placement" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) thereof, or pursuant to Rule 504, Rule 505, or Rule 506 thereunder.

(m) "Managed Account" shall mean those Clients' accounts, individually and collectively, for which the Portfolio Manager makes buy and sell decisions.

(n) "Portfolio Manager" means the person or portfolio management team entrusted to make or participate in the making of the buy and sell decisions for a Client.

(o) "Purchase or sale of a security" includes, among other things, the writing of an option to purchase or sell a security or the purchase or sale of a security that is exchangeable for or convertible into a security.

(p) "Security" shall have the meaning set forth in Section 2(a)(36) of the 1940 Act.

(q) "Reportable Fund" includes those 1940 Act registered investment companies for which the Adviser or an affiliate acts as adviser or sub-adviser, or principal underwriter.

4. EXEMPTED TRANSACTIONS

The preclearance prohibitions of Section 5 of this Code, shall not apply to:

(a) Purchases or sales effected in any account over which the Advisory Person has no direct or indirect influence or control in the reasonable estimation of the Adviser's

Compliance Officer. This exemption will also apply to personal brokerage accounts for which a third party (e.g. broker, financial advisor) makes all investment decisions on behalf of the Access Person. The discretionary arrangement must be documented to the Adviser's Compliance Department.

(b) Purchases or sales of securities not eligible for purchase or sale by the managed account.

(c) Purchases or sales which are non-volitional on the part of either the Advisory Person or the managed account.

(d) Purchases of shares necessary to establish an automatic dividend reinvestment plan or pursuant to an automatic dividend reinvestment plan, and subsequent sales of such securities.

(e) Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

(f) Purchase or sale of securities issued under an employee stock purchase or incentive program unless otherwise restricted.

5. PROHIBITED ACTIVITIES

(a) IPO Rule: No Access Person may directly or indirectly acquire beneficial ownership in any securities in an Initial Public Offering (including IPOs offered through the Internet), except with the prior written approval of the Adviser's Compliance Officer. No NASD registered person may participate in an IPO pursuant to NASD Rule 2790.

(b) Limited Offering/Private Placement Rule: No Access Person may directly or indirectly acquire beneficial ownership in any securities in a Limited Offering or Private Placement except with the prior written approval of the Adviser's Compliance Officer.

(i) The Adviser's Compliance Officer will make a record of any decision, and the reasons supporting the decision, to grant approval for transactions in IPOs and Limited Offerings, and will maintain these records for at least five years after the end of the fiscal year in which the approval is granted.

(c) Preclearance Rule: No Advisory Person may directly or indirectly acquire or dispose of beneficial ownership in a Covered Security unless such transaction has been precleared by the Adviser's Compliance Officer. Preclearance is required prior to executing any trade through any personal brokerage account, unless

specially exempted under Section 4 above. Preclearance is valid through the business day next following the day preclearance is given.

(i) The Adviser's Compliance Officer will monitor investment activity by the Advisory Person involving the precleared transaction.

(ii) Compliance reserves up to one business day to respond to any request for preclearance.

NOTE: THE ADVISER'S COMPLIANCE OFFICER MAY DENY APPROVAL OF ANY TRANSACTION REQUIRING PRECLEARANCE UNDER THIS PRECLEARANCE RULE, EVEN IF THE TRANSACTION IS NOMINALLY PERMITTED UNDER THIS CODE OF ETHICS, IF HE OR SHE REASONABLY BELIEVES THAT DENYING PRECLEARANCE IS NECESSARY FOR THE PROTECTION OF A MANAGED ACCOUNT. ANY SUCH DENIAL MAY BE APPEALED TO THE ADVISER'S CHIEF COMPLIANCE OFFICER. THE DECISION OF THE CHIEF COMPLIANCE OFFICER SHALL BE FINAL.

(d) Open Order Rule: No Advisory Person may directly or indirectly acquire or dispose of beneficial ownership in any Covered Security on a day during which a Managed Account has a pending "buy" or "sell" order for that security of the same type (i.e., buy or sell) as the proposed personal trade, until such order is executed or withdrawn.

Exceptions: The following securities transactions are exempt from the Open Order Rule:

1. Purchases or sales of up to 500 shares of an issuer ranked in the Standard & Poor's 500 Composite Stock Index (S&P 500) at the time of purchase or sale The Adviser's Compliance Officer shall make available an updated list of such issuers quarterly.

2. Purchases or sales approved by the Adviser's Compliance Officer in his/her discretion.

(e) Blackout Rule: No Investment Personnel may directly or indirectly acquire or dispose of beneficial ownership in a Covered Security within seven calendar days before and after a Managed Account trades in that Covered Security.

Transactions permitted under the Blackout Rule must also satisfy the Open Order Rule and the Preclearance Rule, if and to the extent the transaction is not covered by exceptions to those rules.

ANY PROFITS REALIZED BY A PORTFOLIO MANAGER ON A PERSONAL TRADE IN VIOLATION OF SECTIONS 5(d) AND (e) MUST BE DISGORGED AT THE REQUEST OF THE FUND.

(f) Ban on Short-term Trading. Advisory Persons must hold each Covered Security for a period of not less than sixty (60) days from date of acquisition.

(g) Gifts. No Access Person shall accept any gift or other item (for the purpose of this Code "gifts" include but are not limited to cash, merchandise, gifts, prizes, travel expenses, meals and certain types of entertainment) of more than $100 in value from any person or entity that does business with or on behalf of the Advisor or the Managed Account. All gifts received must be reported to the Advisor's Compliance Department.

(h) Service as Director. No Advisory Person shall serve on the board of directors of a publicly traded company without prior authorization by the President or the Compliance Officer of the Adviser. If board service is authorized, such Advisory Person shall have no role in making investment decisions with respect to the publicly traded company.

(i) Market Timing Prohibited. No Portfolio Manager shall engage in excessive trading or market timing activities with respect to any mutual fund whether or not such mutual fund is a Managed Account, or is managed by such Adviser/Subadvisor or any affiliated adviser or subadviser. For the purposes of the foregoing, "market timing" shall be defined as a purchase and redemption, regardless of size, in and out of the same mutual fund within any sixty (60) day period. The foregoing restrictions shall not apply to Portfolio Managers investing in mutual funds through automatic reinvestment programs, and any other non-volitional investment vehicles. Portfolio Managers shall provide quarterly certifications as to their compliance with this restriction.

6. REPORTING AND COMPLIANCE PROCEDURES

(a) The Advisor shall provide a copy of the Code of Ethics, and any amendments thereto, to all Access Persons.

(b) All Access Persons shall direct their brokers to supply, at the same time that they are sent to the Access Person, a copy of the confirmation for each personal securities trade and a copy of each periodic account statement to the Adviser's Compliance Officer.

(c) Every Access Person shall report to the Adviser's Compliance Officer the information described in Section 6(c) of this Code with respect to transactions in any Covered Security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the Covered Security, provided that an Access Person whose duplicate broker trade confirmations or account statements are received by the Adviser's Compliance Officer, pursuant to
Section 6(a) with respect to the time period required by
Section 6(c), may reference that duplicate information in their quarterly report if all of the information -- required in Section 6(c) is contained in those confirmations and statements.

(d) Every report required pursuant to Section 6(b) above shall be made not later than 15 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

(i) with respect to any transaction during the quarter in a Covered Security in which the Access Person had or acquired any direct or indirect beneficial ownership:

(A) The date of the transaction, the title and number of shares; the maturity date, principal amount and interest rate of debt securities, of each Covered Security involved; as applicable the exchange ticker symbol or CUSIP number;

(B) The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition);

(C) The price of the Covered Security at which the transaction was effected; and

(D) The name of the broker, dealer or bank with or through whom the transaction was effected.

(ii) with respect to any account established during the quarter in which Securities were held during the quarter for the direct or indirect benefit of the Access Person:

(A) The name of the broker, dealer, or bank with whom the Access Person established the account; and

(B) The date the account was established.

(iii) Access Persons are required to report transactions in any affiliated mutual fund for which they have any direct or indirect beneficial ownership; except as specifically exempted by Section 4 above.

(iv) The date the report is submitted by the Access Person.

(e) No later than 10 days after becoming an Access Person, and annually thereafter on or before January 31 of each year, each Access Person (other than Disinterested Trustees) must submit to the Adviser's Compliance Officer a report of his or her personal securities holdings (the "Initial Holdings Report" and the "Annual Holdings Report", respectively), which must include the following information (the Applicable Date for the Initial Holdings Report is the date the person became an Access Person; the Applicable Date for the Annual Holdings Report must be a date no earlier than December 31 of the prior year):

(i) The title, type and number of shares; and/or the maturity date, principal amount and interest rate of debt securities; and as applicable, the exchange ticker symbol or CUSIP number of each Covered Security in which the Access Person had any direct or indirect beneficial ownership as of the Applicable Date.

(ii) The title, number of shares, and, as applicable the exchange ticker symbol or CUSIP number of any Reportable Fund holding in which the Access Person had any direct or indirect beneficial ownership as of the Applicable Date.

(iii) The name of any broker, dealer or bank with whom the Access Person maintained an account in which securities were held for the direct or indirect benefit of the Access Person as of the Applicable Date.

(iv) The date the report is submitted by the Access Person.

(f) Each Access Person shall submit annually to the Adviser's Compliance Officer a certification by the Access Person that he or she has received, read and understood the Code of Ethics, has complied with the Code's requirements, and has disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the Code's requirements. The certification will be submitted to the Compliance Officer by January 31 of each year.

(g) Any report made under this Section 6 may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.

(h) (i) The Adviser's Compliance Officer shall submit an annual report to the Directors of the Adviser that summarizes the current Code of Ethics procedures, identifies any violations requiring significant remedial action, and recommends appropriate changes to the Code, if any.

(ii) The Adviser's Compliance Officer shall submit to the managed fund's Compliance Officer an annual written report that

(A) Summarizes the current procedures under the Code of Ethics;

(B) Describes any issues arising from the Code of Ethics or procedures since the last report, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and

(C) Certifies that the Adviser, has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

(iii) These reports will be available to the Chief Compliance Officer of the Funds.

(i) Any Access Person shall immediately report any potential violation of this Code of which he or she becomes aware to the Adviser's Compliance Officer.

(j) An Access Person need not make reports under this Section 6 with respect to transactions effected for any account over which such person does not have any direct or indirect influence or control.

(k) Each Adviser's Compliance Officer will review all reports and other information submitted under this Section 6. This review will include such comparisons with trading records of managed accounts as are necessary or appropriate to determine whether there have been any violations of the Code.

(l) Each Adviser's Compliance Officer will maintain a list of all Access Persons who are required to make reports under the Code, and shall inform those Access Persons of their reporting obligations. Each Adviser's Compliance Officer shall promptly notify any Access Person when any report has not been filed on a timely basis.

7. SANCTIONS

Upon discovering a violation of this Code, the Directors of the Adviser may impose such sanctions as it deems appropriate, including inter alia, a letter of censure or suspension or termination of employment, or suspension of personal trading privileges for such period as it may deem appropriate. Provided further, the Adviser's Compliance Officer shall review and present sanctions levied for non-compliance at each regularly scheduled Fund Board meeting. Recommended sanctions are attached as Schedule A.

8. EXCEPTIONS

The Adviser's Compliance Officer, may grant written exceptions to provisions of the Code based on equitable considerations. The exceptions may be granted to individuals or classes of individuals with respect to particular transactions, classes of transactions or all transactions, and may apply to past as well as future transactions, provided, however, that no exception will be granted where the exceptions would result in a violation of Section 204-2. Exceptions granted will be reported to the Directors of the Advisor, as well as the Boards of any managed fund.

9. RECORDKEEPING

All Code of Ethics records will be maintained pursuant to the provisions of Rules 204A-1 and 17j-1.

10. OTHER CODES OF ETHICS

This Code of Ethics does not amend or supercede any other Code(s) of Ethics that may affect the duties and obligations of any person affected hereby.

By my signature below, I certify that I have received, read, and understood the foregoing policies of the Phoenix Investment Counsel, Inc. Code of Ethics, and will comply in all respects with such policies.

------------------------------------------------------------------------------------------------------------------------------------
                                                       Q REPORT AFFILIATED MF
 INITIAL HOLDINGS REPORT           Q REPORT                 TRANSACTIONS           ANNUAL REPORT             PRE-CLEAR
------------------------------------------------------------------------------------------------------------------------------------
   All Access Persons          All Access Persons       Investment Personnel     All Access Persons       Advisory Persons
------------------------------------------------------------------------------------------------------------------------------------
o  1st violation -         o  1st violation -         o  1st violation -        o  1st violation -   o  1st violation - written
   written warning            written warning            written warning           written warning      warning
o  2nd violation within    o  2nd violation within    o  2nd violation within                        o  2nd violation within the
   the same year -            the same year - $50.00     the same year - $50.00                         same year - $100 fine
   $50.00 fine                fine payable to the        fine payable to the                            payable to the Phoenix
   payable to the             Phoenix Foundation         Phoenix Foundation                             Foundation and suspension
   Phoenix Foundation      o  3rd violation within    o  3rd violation within                           of trading privileges for
o  3rd violation within       the same year -            the same year -                                30 days
   the same year -            suspension of trading      suspension of trading                       o  3rd violation within the
   suspension of trading      privileges for 30 days     privileges for 30 days                         same year - suspension of
   privileges for                                                                                       trading privileges for 90
   30 days                                                                                              days

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

------------------------------------------------------------------------------------------------------------------------------------
PRE-CLEAR IPOs & LIMITED                                60-DAY HOLDING     MARKET TIMING PROHIBITION
       OFFERINGS*                  BLACKOUT               REQUIREMENT           AND Q CERTIFICATE              OPEN ORDER RULE
------------------------------------------------------------------------------------------------------------------------------------
       Advisory Personnel     Investment Personnel       Advisory Personnel     Investment Personnel      Investment Personnel
------------------------------------------------------------------------------------------------------------------------------------
o  1st violation -         o  1st violation -         o  1st violation -        o  1st violation -   o  1st violation - Reported
   Reported to Chief          disgorgement of profits    written warning           possible grounds     to Chief Legal Officer and
   Legal Officer and          on the personal trade   o  2nd violation -           for termination      President of Phoenix
   President of            o  2nd violation -            violation within the      at determination     Investment Counsel for
   Phoenix Investment         Reported to Chief Legal    same year - $50.00 fine   of Chief Legal       determination of appropriate
   Counsel for                Officer and President      payable to the Phoenix    Officer and          sanctions.
   determination of           of Phoenix Investment      Foundation                President of      o  2nd violation - possible
   appropriate                Counsel for             o  3rd violation within      Phoenix              grounds for termination
   sanctions.                 determination of           the same year -           Investment
o  2nd violation -            appropriate sanctions.     suspension of trading     Counsel
   possible grounds        o  3rd violation -            privileges for 60 days
   for termination            possible grounds for
                              termination

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

*s/t NASD Prohibition Rule 2790

EXHIBIT p.3

ACADIAN ASSET MANAGEMENT, INC.
CODE OF ETHICS

[logo]
Acadian

ACADIAN ASSET MANAGEMENT, INC.
CODE OF ETHICS

UPDATED AS OF FEBRUARY 1, 2005

                               TABLE OF CONTENTS

Introduction                                                                   7

Part 1. General Principles                                                     7

Part 2. Scope of the Code                                                      8

A. Persons Covered by the Code                                                 8

B. Securities Covered by the Code                                              9

Part 3. Standards of Business Conduct                                          9

A. Compliance with Laws and Regulations                                        9

B. Conflicts of Interest                                                      10
1. Conflicts Among Client Interests                                           10
2. Competing with Client Trades                                               10
3. Other Potential Conflicts Provisions                                       10
a. Disclosure of Personal Interest                                            10
b. Referrals/Brokerage                                                        11
c. Vendors and Suppliers                                                      11
d. Soft Dollars                                                               11
e. Frontrunning                                                               11
f. Churning                                                                   11
g. Unfair Treatment of Certain Clients vis-a-vis Others                       11
h. Dealing with Clients as agent and principal                                12

C. Insider Trading                                                            12
1. Penalties                                                                  12
2. Material Nonpublic Information                                             12

D. Personal Securities Transactions                                           13
1. Initial Public Offerings                                                   13
2. Limited or Private Offerings                                               14
3. Blackout Periods                                                           14
4. Short-Term Trading                                                         14
5. Personal securities trades that are exempt                                 15

E. Gifts and Entertainment                                                    16
1. General Statement                                                          16
2. Gifts                                                                      16
a. Receipt                                                                    16
b. Offer                                                                      16
3. Cash                                                                       17


                                       2

4. Entertainment                                                              17
5. Conferences                                                                17
6. Preclearance                                                               17
7. Quarterly Reporting                                                        17

F. Political and Charitable Contributions                                     17

G. Confidentiality                                                            17

H. Service on a Board of Directors                                            18

I. Partnerships                                                               18

J. Other Outside Activities                                                   18

K. Marketing and Promotional Activities                                       18

L. Old Mutual Stock                                                           19

Part 4. Compliance Procedures                                                 19

A. Access Person Investment Accounts and Duplicate Confirms and Statements    19

B. Personal Securities Transactions Procedures and Reporting                  19
1. Monthly Reporting                                                          20
2. Quarterly Reporting                                                        20
3. Annual Reporting                                                           20
4. New Hire Reporting                                                         20

C. Review and Enforcement                                                     21

D. Certification of Compliance                                                21
1. Initial Certification                                                      21
2. Acknowledgement of Amendments                                              21
3. Annual Certification                                                       21

Part 5. Miscellaneous                                                         22

A. Excessive Trading                                                          22

B. Access Person Disclosure and Reporting                                     22
1. Access Person Background Information                                       22
2. Upon Occurrence                                                            22

C. Responsibility to Know Rules                                               22


                                       3

Part 6. Recordkeeping                                                         22

Part 7. Form ADV Disclosure                                                   23

Part 8. Administration and Enforcement of the Code                            23

A. Training and Education                                                     23

B. Annual Review                                                              23

C. Board Approval (Fund Advisers)                                             23

D. Report to Board (Fund Advisers)                                            24

E. Report to Senior Management (All Advisers)                                 24

F. Reporting Violations                                                       24
1. Confidentiality                                                            24
2. Advice of Counsel                                                          24
3. Apparent Violations                                                        24
4. Retaliation                                                                24

G. Sanctions                                                                  24

H. Further Information about the Code                                         25

EXHIBIT A      PERSONS RESPONSIBLE FOR CODE ENFORCEMENT

EXHIBIT B      NEW INVESTMENT ACCOUNT APPROVAL FORM

EXHIBIT C      ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS

EXHIBIT D      ACKNOWLEDGMENT OF AMENDMENTS TO CODE OF ETHICS

EXHIBIT E      INITIAL REPORT OF ACCESS PERSONS

EXHIBIT F      ANNUAL CODE CERTIFICATION AND REPORT OF ACCESS PERSONS

EXHIBIT G      ACCESS PERSON MONTHLY SECURITIES TRANSACTION REPORT

EXHIBIT H      SECURITIES TRANSACTION REPORT FOR SHORT TERM TRADING

EXHIBIT I      PERSONAL SECURITIES TRANSACTIONS PRE-CLEARANCE FORM

EXHIBIT J      ACCESS PERSON RELATIONSHIP FORM

EXHIBIT K      ACCESS PERSON PARTNERSHIP FORM

EXHIBIT L      EMPLOYEE ENTERTAINMENT FORM >$250

EXHIBIT M      QUARTERLY REPORT FORM FOR GIFTS AND ENTERTAINMENT

EXHIBIT N      BOARD OF DIRECTORS APPROVAL

APPENDIX A     DEFINITIONS OF TERMS USED IN THE CODE

APPENDIX B     FREQUENTLY ASKED QUESTIONS AND ANSWERS

APPENDIX C     SPECIAL PROCEDURES RELATING TO RULE 17j-1

INTRODUCTION

Acadian Asset Management, Inc. ("Acadian") has adopted this Code of Ethics pursuant to Rule 204A-1 under the Investment Advisers Act of 1940 (the "Advisers Act") and rule amendments under Section 204 of the Advisers Act. The Code of Ethics sets forth standards of conduct expected of all of Acadian's employees and contractors and addresses conflicts that may arise from personal trading. Acadian has determined that all employees and some contractors (and their immediate family members) will be characterized as "Access Persons" for purposes of implementing and enforcing this Code. This is further defined in Part 2, A, below. The policies and procedures outlined in the Code of Ethics are intended to promote compliance with fiduciary standards by Acadian and its Access Persons. As a fiduciary, Acadian has the responsibility to render professional, continuous and unbiased investment advice, owes its clients a duty of honesty, good faith and fair dealing, must act at all times in the best interests of clients and must avoid or disclose conflicts of interests.

This Code of Ethics is designed to:
o Protect Acadian's clients by deterring misconduct;
o Educate Access Persons regarding Acadian's expectations and the laws governing their conduct;
o Remind Access Persons that they are in a position of trust and must act with complete propriety at all times;
o Protect the reputation of Acadian;
o Guard against violation of the securities laws; and
o Establish procedures for Access Persons to follow so that Acadian may determine whether Access Persons are complying with its ethical principles.

This Code of Ethics is based upon the principle that the directors, officers and other Access Persons of Acadian owe a fiduciary duty to, among others, the clients of Acadian to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients; (ii) taking inappropriate advantage of their position with Acadian; and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility. This fiduciary duty includes the duty of the Chief Compliance Officer of Acadian to report violations of this Code of Ethics to Acadian's Executive Committee, Board of Directors, and the Board of Directors of any U.S. registered management investment company for which Acadian acts as adviser or sub-adviser.

PART 1. GENERAL PRINCIPLES

Our principles and philosophy regarding ethics stress Acadian's overarching fiduciary duty to its clients and the obligation of its Access Persons to uphold that fundamental duty. In recognition of the trust and confidence placed in Acadian by its clients and to give effect to the belief that Acadian's operations should be directed to benefit its clients, Acadian has adopted the following general principles to guide the actions of its Access Persons:

1. The interests of clients are paramount. All Access Persons must conduct themselves and their operations to give maximum effect to this belief by at all times placing the interests of clients before their own.

2. All personal transactions in securities by Access Persons must be accomplished so as to avoid even the appearance of a conflict of interest on the part of such Access Persons with the interests of any client.

3. All Access Persons must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to a client, or that otherwise bring into question the person's independence or judgment.

4. All information concerning the specific security holdings and financial circumstances of any client is strictly confidential. Access Persons are expected to maintain such confidentiality, secure such information and disclose it only to other Access Persons with a need to know that information.

5. All supervise persons will conduct themselves honestly, with integrity and in a professional manner to preserve and protect Acadian's reputation.

Federal law requires that this Code of Ethics not only be adopted but that it must also be enforced with reasonable diligence. The Chief Compliance Officer will keep records of any violation of the Code of Ethics and of the actions taken as a result of such violations. Failure to comply with the Code of Ethics may result in disciplinary action, including monetary penalties and the potential for the termination of employment with Acadian. In addition, noncompliance with the Code of Ethics has severe ramifications, including enforcement actions by regulatory authorities, criminal fines, civil injunctions and penalties, disgorgement of profits and sanctions on your ability to remain employed in any capacity in the investment advisory business or in a related capacity.

PART 2. SCOPE OF THE CODE OF ETHICS

A. PERSONS COVERED BY THE CODE OF ETHICS

Acadian's operational and investment management practices expose many if not all its employees and contractors to client information, including holdings. As a result, to ensure compliance with regulatory requirements, Acadian has determined that it will characterize all employees and some contractors (to be determined by the Chief Compliance Officer) as Access Persons under the Code of Ethics.

With respect to the reporting of personal securities accounts and pre-clearing transactions (requirements outlined below), the definition of an Access Persons is expanded to include the accounts and transactions of the Access Person's immediate family members. An immediate family member is defined to include any relative by blood or marriage living in an Access Person's household (spouse, minor children, a domestic partner etc.), or someone who is primarily supported financial by the Access Person. The Access Person must report accounts and personal securities transactions for any account in which he or she has a direct or indirect beneficial interest. This typically includes individual and joint accounts, accounts in the name of a spouse, accounts established for minors, trust accounts, estate accounts, accounts in which the Access Person has power of attorney or trading authority, and other accounts in which he or she has a present or future interest in the income, principal or right to obtain title to securities.

Each employee is responsible for any of his or her immediate family members' compliance with the requirements imposed by the Code of Ethics. Education and oversight is a must.

Noncompliance with the Code of Ethics by an immediate family member's will have the same ramifications on the related employee as if it were the employee who did not comply.

B. SECURITIES COVERED BY THE CODE OF ETHICS

For purposes of the Code of Ethics and its reporting requirements, the term "covered security" will include the following:
o any stock or bond;
o investment or futures contracts;
o limited partnerships meeting the definition of a "security" (including limited liability and other companies that are treated as partnerships for U.S. federal income tax purposes);
o foreign unit trusts and foreign mutual funds;
o closed-end investment companies;
o shares of open-end mutual funds that are advised or sub-advised by Acadian or one of Acadian's affiliates, including all companies under the Old Mutual umbrellas*; and
o private investment funds, hedge funds, and investment clubs;

but specifically does not include:

o direct obligations of the U.S. government;
o bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements;
o shares issued by money market funds (domiciled inside or outside the United States);
o shares of open-end mutual funds that are not advised or sub-advised by Acadian or one of Acadian's affiliates, including all companies under the Old Mutual umbrellas; and
o shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are funds advised or sub-advised by Acadian or one of Acadian's affiliates, including all companies under the Old Mutual umbrellas.

* The Chief Compliance Officer will attempt to maintain a current list of firm affiliates and open ended funds that will require pre-approval. If there is any doubt about any open ended fund you wish to purchase you should pre-clear.

PART 3. STANDARDS OF BUSINESS CONDUCT

The Code of Ethics sets forth standards of business conduct that Acadian requires of its Access Persons and that relate to Acadian's and Access Person's fiduciary obligations. Access Persons should maintain the highest ethical standards in carrying out Acadian's business activities. Acadian's reputation is one of its most important assets. Maintaining the trust and confidence of clients is a vital responsibility. This section sets forth Acadian's business conduct standards.

A. COMPLIANCE WITH LAWS AND REGULATIONS

Each Access Person must comply with applicable federal securities laws and all provisions of Acadian's Compliance Manual.

1. As part of this requirement, Access Persons are not permitted, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client:

a. to defraud that client in any manner;

b. to mislead that client, including by making a statement that omits material facts;

c. to engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon that client;

d. to engage in any manipulative practice with respect to that client; or

e. to engage in any manipulative practice with respect to securities, including price manipulation.

B. CONFLICTS OF INTEREST

As a fiduciary, Acadian has an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of its clients. Compliance with this duty can be achieved by trying to avoid conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any client. In addition, Acadian imposes a higher standard by providing that Access Persons must try to avoid situations that have even the appearance of conflict or impropriety.

1. CONFLICTS AMONG CLIENT INTERESTS. Conflicts of interest may arise where Acadian or its Access Persons have reason to favor the interests of one client over another client (e.g., larger accounts over smaller accounts, accounts compensated by performance fees over accounts not so compensated, accounts in which Access Persons have made material personal investments, or accounts of close friends or relatives of Access Persons, etc.). Access Persons are prohibited from engaging in inappropriate favoritism of one client over another client that would constitute a breach of fiduciary duty.

2. COMPETING WITH CLIENT TRADES. Access Persons are prohibited from using knowledge about pending or currently considered securities transactions for clients to profit personally, directly or indirectly, as a result of such transactions, including by purchasing or selling such securities. Conflicts raised by personal securities transactions also are addressed more specifically in section D below.

3. OTHER POTENTIAL CONFLICTS PROVISIONS:

a. DISCLOSURE OF PERSONAL INTEREST. Access Persons are prohibited from recommending, implementing or considering any securities transaction for a client without having disclosed any material beneficial ownership, business or personal relationship or other material interest in the issuer, or its affiliates, to the Chief Compliance Officer or, with respect to the Chief Compliance Officer's interests, another designated senior officer. If such designated person deems the disclosed interest to present a material

conflict, the access person may not participate in any decision-making process regarding the securities of that issuer.

This provision applies in addition to Acadian's initial, monthly and annual personal securities reporting requirements for Access Persons.

b. REFERRALS/BROKERAGE. Access Persons are required to act in the best interests of Acadian's clients regarding execution and other costs paid by clients for brokerage services. As part of this principle, Access Persons will strictly adhere to Acadian's policies and procedures regarding brokerage allocation, best execution, soft dollars and other related policies.

c. VENDORS AND SUPPLIERS. Each Access Person is required to disclose any personal investments or other interests in vendors or suppliers with respect to which that person negotiates or makes decisions on behalf of Acadian. Access Persons with such interests are prohibited from negotiating or making decisions regarding Acadian's business with those companies.

d. SOFT-DOLLAR COMMISSIONS. All soft dollar trades must comply with the "safe harbor" provisions of Section 28(e) of the Securities Exchange Act of 1934 and any client specific restrictions.

e. FRONT-RUNNING. The Company forbids Access Persons, except Non- Resident Directors unless they have specific knowledge of the recommendation, from purchasing or selling stock before a buy or sell recommendation is made to the Client if such transaction will be have a negative impact on the client.

f. CHURNING. Access Persons should not effect transactions to generate increased commissions and unnecessary expenses for a Client. The volume and frequency of all sales and purchases of securities must be measured against the need and purpose for the activities, a Client's investment objectives, and the expenses and benefits to the account. All trading for a Client's account must be undertaken solely in the Client's interest.

g. UNFAIR TREATMENT OF CERTAIN CLIENTS VIS-A-VIS OTHERS. An Access Person who handles one or more Clients may be faced with situations in which it is possible to give preference to certain Clients over others. Access Persons must be careful not to give preference to one Client over another even if the preferential treatment would benefit Acadian or the Access Person. Each situation should be examined closely to determine whether the Client has consented to the Access Person's actions favoring another Client and whether the resulting relationship with the Client that was not favored is fair and consistent with the securities laws. If both parts of this test have been satisfied, most likely there has been no breach of fiduciary duty.

h. DEALING WITH CLIENTS AS AGENT AND PRINCIPAL: Section 206(3) of the Act addresses cross trades. To avoid conflicts of interest and to ensure the requirements of Section 206(3) are met, the Chief Compliance Officer should be consulted before a cross trade is proposed and facilitated.

C. INSIDER TRADING

Access Persons are prohibited from trading, either personally or on behalf of others, while in possession of material nonpublic information and from communicating material nonpublic information to others in violation of the law. This specifically includes personally trading or informing others of the securities held in a client portfolio or securities transaction contemplated on behalf of any client.

1. PENALTIES. Trading securities while in possession of material nonpublic information or improperly communicating that information to others may expose you to severe penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The Securities and Exchange Commission (the "SEC") can recover the profits gained or losses avoided through violative trading, impose a penalty of up to three times the illicit windfall and can permanently bar you from the securities industry. You may also be sued by those seeking to recover damages for insider trading violations. Regardless of whether a government inquiry occurs, Acadian views seriously any violation of its insider trading policies, and such violations constitute grounds for disciplinary sanctions, including immediate dismissal.

2. MATERIAL NONPUBLIC INFORMATION. The term "material nonpublic information" relates not only to issuers but also to Acadian's securities recommendations and client securities holdings and transactions.

Information is "material" when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this is information the disclosure of which will have a substantial effect on the price of a company's securities. You should direct any questions about whether information is material to the Chief Compliance Officer.

Material information often relates to a company's results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems and extraordinary management developments. Material information also may relate to the market for a company's securities. Information about a significant order to purchase or sell securities may, in some contexts, be deemed material. Similarly, prepublication information regarding reports in the financial press also may be deemed material.

Information is "public" when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or some other governmental agency, The Wall Street Journal, other publications of general circulation, media broadcasts, or over public internet websites.

Access Persons shall not disclose any nonpublic information (whether or not it is material) relating to Acadian or its securities transactions to any person outside Acadian (unless such disclosure has been authorized by Acadian). Material nonpublic information may not be communicated to anyone, including persons within Acadian, with the exception of the Chief Compliance Officer or his designee, unless this is required for the performance of job responsibilities. Such information should be secured. For example, access to files containing material nonpublic information and computer files containing it should be restricted to Acadian employees, and conversations containing such information, if appropriate at all, should be conducted in private to avoid potential interception.

3. Before executing any trade for yourself or others, including clients, an Access Person must determine whether he or she has access to material nonpublic information. If you think that you might have access to material nonpublic information, you should take the following steps:

a. report the information and proposed trade immediately to the Chief Compliance Officer.

b. do not purchase or sell the securities on behalf of yourself or others, including clients.

c. do not communicate the information inside or outside Acadian, other than to the Chief Compliance Officer or his designee.

d. after the Chief Compliance Officer has reviewed the issue, Acadian will determine whether the information is material and nonpublic and, if so, what action Acadian should take, if any.

D. PERSONAL SECURITIES TRANSACTIONS

All Access Persons will strictly comply with Acadian's policies and procedures regarding personal securities transactions. Acadian's Pre-Clearance form is attached as Exhibit I and is discussed in greater detail in Section 4 (B) below.

1. INITIAL PUBLIC OFFERINGS - PRE-CLEARANCE. Access Persons, with the exception of non-resident directors who are exempt from this requirement and Access Persons who are also registered with the NASD who are prohibited from participating in IPOs, must pre-clear for their personal accounts purchases of any securities in an initial public offering (IPO). Acadian will maintain a written record of any decision, and the reasons supporting the decision, to approve the personal acquisition of an IPO for at least five years after the end of the fiscal year in which the approval was granted. Before granting such approval Acadian will evaluate such investment to determine that the investment creates no material conflict between the access person and Acadian. Acadian may consider approving the transaction if it can determine that: (i) the investment did not result from directing Firm brokerage business to the underwriter of the issuer of the security,
(ii) the access person is not misappropriating an opportunity that should have been offered to eligible clients, and (iii) the access person's investment decisions

for clients will not be unduly influenced by his or her personal holdings, and investment decisions are based solely on the best interests of clients. Any access person authorized to purchase securities in an IPO shall disclose that investment when they play a part in the client's subsequent consideration of an investment in that issuer. In such circumstances, the client's decision to purchase securities of the issuer shall be subject to independent review by investment Access Persons with no personal interest in the issuer.

2. LIMITED OR PRIVATE OFFERINGS - PRE-CLEARANCE. Access Persons, with the exception of non-resident directors, must pre-clear for their personal accounts purchases of any securities in limited or private offerings (commonly referred to as private placements). Acadian will maintain a record of any decision, and the reasons supporting the decision, to approve the personal acquisition of a private placement for at least five years after the end of the fiscal year in which the approval was granted. Before granting such approval Acadian will evaluate such investment to determine that the investment creates no material conflict between the access person and Acadian. Acadian may consider approving the transaction if it can determine that: (i) the investment did not result from directing Firm brokerage business to the underwriter of the issuer of the security, (ii) the access person is not misappropriating an opportunity that should have been offered to eligible clients, and (iii) the access person's investment decisions for clients will not be unduly influenced by his or her personal holdings, and investment decisions are based solely on the best interests of clients. Any access person authorized to purchase securities in a private placement shall disclose that investment when they play a part in the client's subsequent consideration of an investment in that issuer. In such circumstances, the client's decision to purchase securities of the issuer shall be subject to independent review by investment Access Persons with no personal interest in the issuer.

3. BLACKOUT PERIODS. With the exception of non-resident directors for which this requirement does not apply, a "pre-trade" blackout period of trade date plus two days prior to trade date will apply to all access persons who become aware or reasonably should have been aware because of their job responsibilities that a security is being considered for purchase or sale for a client account. This "pre-trade" blackout period will not apply to access persons who did not know of and had no reason to know of the pending transaction. A "post-trade" blackout period of trade date plus two days after trade date will apply to all access persons regardless of job responsibilities.

Depending on the occurrence, trades made within the proscribed period shall generally be unwound, if possible. Otherwise, profits realized on trades within the proscribed period shall generally be disgorged to a charity designated by Acadian or to a client if appropriate at the discretion of the Chief Compliance Officer.

4. SHORT-TERM TRADING. Unless an exception is granted by the Chief Compliance Officer, no access person may profit in the purchase and sale, or sale and purchase, of the same (or equivalent) securities within sixty (60) calendar days. Trades made in violation of this prohibition should be unwound, if possible. Otherwise, any profits realized on such short-term trades shall be subject to

disgorgement to a charity designated by Acadian or to a client if appropriate at the discretion of the Chief Compliance Officer.

Access Persons are reminded that they are specifically prohibited from engaging in short-term trading in mutual funds advised by Acadian or sub-advised by Acadian.

The ban on short-term trading profits is specifically designed to deter potential conflicts of interest and frontrunning transactions, which typically involve a quick trading pattern to capitalize on a short-lived market impact of a trade by a Client. Acadian shall consider the policy reasons for the ban on these short-term trades, as stated herein, in determining when an exception to this prohibition is permissible. An Access Person wishing to execute a short term trade must complete both the Pre-Clearance Form (Exhibit L) and the Short Term Trading Form (Exhibit H) and submit each to the Chief Compliance Officer for review and approval.

PERSONAL SECURITIES THAT ARE SUBJECT TO PRECLEARANCE REQUIREMENTS BUT ARE EXEMPT FROM THE THE BLACKOUT RESTRICTIONS NOTED ABOVE:

Acadian's Chief Compliance Officer may allow exceptions to policy on a case-by-case basis when the abusive practices that the policy is designed to prevent, such as frontrunning or conflicts of interest, are not present and the equity of the situation strongly supports an exemption. Acadian has determined that the following categories of transactions will be subject to preclearance requirements but will be exempt from the blackout restrictions noted above as these transactions appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to the Client provided they are otherwise executed in accordance with this Code, Section 206 of the Advisers Act, and Rule 17j-1 of the Investment Company Act of 1940.

1. purchases or sales of any securities with > $2 billion market capitalization on transaction date;

2. purchases or sales of 500 shares of an equity security within any three-consecutive month period (all trades within a three-consecutive month period shall be aggregated to determine the availability of this exemption); or any amount if the actual or proposed acquisition or disposition by the Client is in the amount of 1,000 or fewer shares (or less than $25,000 market value) and the Security is listed on a national securities exchange or the NASDAQ system.

PERSONAL SECURITIES TRADES THAT ARE EXEMPT FROM BOTH THE PRECLEARANCE REQUIREMENTS AND THE PROHIBITIONS NOTED ABOVE:

1. purchases or sales affected in any account over which the Access Person has no direct or indirect influence or Control including accounts in which the Access Person has granted to a broker, dealer, trust officer or other third party non-access person full discretion to execute transactions on behalf of the Access Person without consultation or Access person input or direction.

2. purchases or sales which are involuntary on the part of the Access Person;

3. purchases which are part of an automatic dividend reinvestment plan;

4. purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

5. purchases or sales of currencies and interest rate instruments or futures or options on them.

E. GIFTS AND ENTERTAINMENT.

1. GENERAL STATEMENT

A conflict of interest occurs when the personal interests of Access Persons interfere or could potentially interfere with their responsibilities to Acadian and its clients. Access Persons may not accept inappropriate gifts, favors, entertainment, special accommodations or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Access Persons are expressly prohibited from considering gifts, gratuities or entertainment when choosing brokers or vendors. Similarly, Access Persons may not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to Acadian or the Access Person.

2. GIFTS

a. RECEIPT - No Access Person may receive any gift, service or other thing totaling more than de minimis value ($250 per year) from any person or entity that does business with or on behalf of Acadian. (Note - If the access person is also registered with the NASD, the permissible limit is only $100 per year). Access Persons are expressly prohibited from soliciting any gift.

b. OFFER - No Access Person may give or offer any gift of more than de minimis value ($250 per year) to existing clients, prospective clients or any entity that does business with or on behalf of Acadian without pre-approval by the Chief Compliance Officer. (Note - Regulations relating to the investment management of state or municipal pension funds often severely restrict or prohibit the offer of gifts or entertainment of any value to government officials (elected officials and employees of elected offices) who have involvement or influence over the selection of an investment manager. As a best practice, it is advisable to consult with such individuals prior to providing any type gift or entertainment.)

3. CASH - No Access Person may give or accept cash gifts or cash equivalents to or from a client, prospective client or any entity that does business with or on behalf of Acadian.

4. ENTERTAINMENT - No Access Person may provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of Acadian. Access

Persons may provide or accept an occasional business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present. Access Persons are expressly prohibited from soliciting any entertainment. (Note - Regulations relating to the investment management of state or municipal pension funds often severely restrict or prohibit the offer of gifts or entertainment of any value to government officials (elected officials and employees of elected offices) who have involvement or influence over the selection of an investment manager. As a best practice, it is advisable to consult with such individuals prior to providing any type gift or entertainment.)

5. CONFERENCES - Employee attendance at all industry conferences must be preapproved by the employee's supervisor. If any part of the conference will be paid for by the host or a third party, conference attendance will require approval by the Chief Compliance Officer. The Chief Compliance Officer will review, among other factors, the purpose of the conference, the conference agenda, and the proposed costs that will be paid or reimbursement by the third party. It is against Acadian policy to pay to attend any conference where the payment to attend will directly or indirectly impact whether Acadian is awarded client business.

6. PRECLEARANCE - If the anticipated value of the entertainment or event exceeds $250 per person or includes travel expenses (airfare, hotel, etc.), the access person is required to preclear the event with their Department Supervisor and with the Chief Compliance Officer prior to accepting. A gift/entertainment preclearance form has been provided as Exhibit L.

7. QUARTERLY REPORTING - Acadian will require all Access Persons to report any gifts or entertainment received on a Quarterly basis using the form provided at Exhibit M.

F. POLITICAL AND CHARITABLE CONTRIBUTIONS

Acadian as a firm and all Access Persons are prohibited from making political contributions to any candidate or party for the purpose of obtaining or retaining advisory contracts with government entities. This includes contributing to any candidate involved with or having any influence over the investment manager selection process.

G. CONFIDENTIALITY. Access Persons have the highest fiduciary obligation not to reveal confidential company information to any party that does not have a clear and compelling need to know such information and to safeguard all client information. Access Persons must keep confidential at all times any nonpublic information they may obtain in the course of their employment at Acadian. This information includes but is not limited to:

a. any client's identity (unless the client consents), any information regarding a client's financial circumstances or advice furnished to a client by Acadian;

b. information on specific client accounts, including recent or impending securities transactions by clients and activities of the portfolio managers for client accounts;

c. specific information on Acadian's investments for clients (including former clients) and prospective clients and account transactions;

d. information on other Access Persons, including their compensation, benefits, position level and performance rating; and

e. information on Acadian's business activities, including new services, products, technologies and business initiatives, unless disclosure has been authorized by Acadian.

Access Persons should be sensitive to the problem of inadvertent or accidental disclosure, through careless conversation in a public place or the failure to safeguard papers and documents. Documents and papers should be kept in appropriately marked file folders and locked in file cabinets when appropriate.

H. SERVICE ON A BOARD OF DIRECTORS

Prior to accepting a position as an officer, director, trustee, partner, or Controlling person in any other company or business venture (other than a non-profit organization that is not a Client of the Company), or as a member of an investment organizations (e.g., an investment club), Access Persons, except Non-Resident Directors, must disclose the position to the Chief Compliance Officer using the form provided at Exhibit J. Any such position should also be disclosed to the Chief Compliance Officer at least annually using the same form. Notice of such positions may be given to the compliance officer of any Fund advised or subadvised by the Company.

I. PARTNERSHIPS

Any partnership or similar arrangement, either participated in or formulated by an Access Person, except Non-Resident Directors, should be disclosed to the Chief Compliance Officer prior to formation, or if already in existence, at the time of employment using the form provided at Exhibit K. Any such partnership interest should also be disclosed to the Chief Compliance Officer at least annually using the same form.

J. OTHER OUTSIDE ACTIVITIES

Access Persons may not engage in outside business interests or employment that could in any way conflict with the proper performance of their duties as Access Persons of Acadian. All Access Persons must obtain the approval of their Department Supervisor and Human Resources prior to accepting any employment outside of Acadian. Supervisors will keep a record of all approvals and involve the Chief Compliance Officer as needed.

K. MARKETING AND PROMOTIONAL ACTIVITIES

Acadian has instituted policies and procedures relating to its marketing, performance, advertising and promotional materials to comply with relevant securities laws. All oral and written statements by Access Persons, including those made to clients, their representatives, the public or the media, must be professional, accurate, balanced and not misleading in any way.

L. OLD MUTUAL STOCK

No Access Person shall advise a Client to purchase, hold or sell Old Mutual stock. No Access Person having discretionary authority over Client funds shall exercise such discretion to invest such funds in Old Mutual Stock.

PART 4. COMPLIANCE PROCEDURES

In general, any reports, statements or confirmations described herein and submitted pursuant to this Code of Ethics to the Chief Compliance Officer or his designee shall be treated as confidential. Access Persons are expected to respond truthfully and accurately to all requests for information. Access Person should be aware that copies of such reports, statements or confirmations, or summaries of each, may be provided to certain managers, officers or directors at Acadian, chief compliance officers of any registered investment company client Acadian advises or sub-advises, outside counsel, and/or regulatory authorities upon appropriate request.

A. ACCESS PERSON INVESTMENT ACCOUNTS AND DUPLICATE TRADE CONFIRMATIONS AND STATEMENTS

All Access Persons as defined in the Code of Ethics are required to notify in writing the Chief Compliance Officer of any investment account in which he or she has direct or indirect beneficial interest and to seek the approval of the Chief Compliance Officer prior to establishing any such accounts. A form has been provided at Exhibit B for this purpose. For all such accounts in which a "covered security" as defined in this Code of Ethics can be purchased, Acadian will request directly from the account custodian to be made an interested third party on the account for the purpose of receiving duplicate confirmations and account statements.

B. PERSONAL SECURITIES TRANSACTION PROCEDURES AND REPORTING

Utilizing the Personal Securities Transaction Pre-Clearance Form provided at Exhibit I, each Access Person, except Non-Resident Directors, must pre-clear any proposed transaction in "covered securities" with the Chief Compliance Officer or his designee prior to proceeding with the transaction. No transaction in a "covered security" shall be effected without the prior written approval of the Chief Compliance Officer or his designee. Once granted, each pre-clearance is only effective until the close of the next trading day from which it was granted unless granted on a Friday then it will expire at the close of the US markets on Friday.

In the absence of the Chief Compliance Officer, Mark Minichiello, Acadian's Chief Financial Officer, is authorized to pre-clear transactions. The CFO pre-clears any proposed transactions by the Chief Compliance Officer.

1. MONTHLY REPORTING

All Access Persons, except Non-Resident Directors, must make a monthly report to the Chief Compliance Officer of all transactions involving covered securities in which they have direct or indirect Beneficial Ownership and the account in which the security was purchased using the form provided at Exhibit G. The Compliance Officer will submit his or her own personal transactions report to a designated Alternate Review Officer. Every report should be signed and dated and made not later than 10 days after the end of the calendar month. If no trading occurred, the report should so note.

2. QUARTERLY REPORTING

All Non-Resident Directors must make a quarterly report to the Compliance Officer of all transactions involving Securities in which they have Beneficial Ownership. If the Non-Resident Director establishes a securities account during the period, the quarterly report must also disclose the name of broker, dealer, or bank with whom the account is established. This information will be kept confidential if requested by the Non-Resident Director subject to any obligations the Company may have to disclose information to regulatory authorities or under law or court order. Every report should be signed and dated and made not later than 10 days after the end of the calendar quarter. If no trading occurred, the report should so note.

3. ANNUAL REPORTING

By January 30 of each year, each Access Person must also complete an annual report confirming that they have read and understood the Code of Ethics, have complied with its requirements, and have reported all personal securities transactions required to be reported pursuant to the requirements of the Code of Ethics. This confirmation should take the form attached as Exhibit F and shall be delivered to the Compliance Officer.

a. Each Access Person must provide to the Chief Compliance Officer a complete listing of all securities in which he/she has Beneficial Ownership and securities accounts the Access Person maintains in a broker, dealer, or bank as of December 31 of the previous year. The report shall be made on the Exhibit F attached and shall be delivered to the Chief Compliance Officer.

b. Each Access Person, except Non-Resident Directors must annually disclose any relationship (such as a directorship, trusteeship, etc.). This disclosure should be made on the form attached as Exhibit J and shall be delivered to the Chief Compliance Officer.

c. Each Access Person, except Non-Resident Directors, must annually disclose any participation in a partnership. This disclosure should be made on the form attached as Exhibit K and shall be delivered to the Chief Compliance Officer.

4. NEW HIRE REPORTING

New Access Persons are required to file the following forms within ten days of their hire date:
a. Initial Certification of Receipt of Code. (Exhibit C)
b. Initial Report of Access Person. (Exhibit E)
c. Access Person Relationship Report (Exhibit J - Access Persons except Non- Resident Directors),
d. Access Person Partnership Report (Exhibit K - Access Persons except Non-Resident Directors)

Thereafter, the above referenced reports will be required on an annual basis.

C. REVIEW AND ENFORCEMENT

The Chief Compliance Officer (or other designated compliance associate) will review personal securities transactions and holdings reports periodically submitted by Access Persons under this Code. The review may include, but not limited to, the following:

a. An assessment of whether the access person followed the Code and any required internal procedures, such as pre-clearance, including the comparison of the "Pre-Clearance Reports" to the monthly account statements;
b. Comparison of personal trading to any restricted lists;
c. An assessment of whether the access person and Acadian are trading in the same securities and, if so, whether the clients are receiving terms as favorable as the access person;
d. Periodically analyzing the access person's trading for patterns that may indicate potential compliance issues including front running, excessive or short term trading or market timing.

Before making any determination that a violation has been committed by any Access Person, the Access Person will have the opportunity to supply additional explanatory material. If the Chief Compliance Officer initially determines that a violation has occurred, he will prepare a written summary of the occurrence, together will all supporting information/documentation including any explanatory material provided by the Access Person, and present the situation to the Compliance Committee for initial determination and recommendation for resolution. If deemed warranted by the Compliance Committee, the report of the incident and the recommendation for resolution will be forwarded to Acadian's Executive Committee and potentially outside counsel for evaluation and recommendation for resolution. No Access Person will participate in a determination of whether he/she has committed a violation or impose any sanction against him/her. All violations and resolutions will be documented.

D. CERTIFICATION OF COMPLIANCE

1. INITIAL CERTIFICATION. Acadian provides all Access Persons with a copy of this Code of Ethics. Acadian requires all Access Persons to certify in writing that they have: (a) received a copy of the Code; (b) read and understand all provisions of the Code; and (c) agreed to comply with the terms of the Code.

2. ACKNOWLEDGEMENT OF AMENDMENTS. Acadian will provide Access Persons with any amendments to its Code of Ethics and Access Persons will submit a written acknowledgement that they have received, read, and understood the amendments to the Code. Acadian and members of its compliance staff will make every attempt to bring important changes to the attention of Access Persons.

3. ANNUAL CERTIFICATION. All Access Persons are required annually to certify that they have read, understood, and complied with the Code of Ethics.

PART 5. MISCELLANEOUS

A. EXCESSIVE TRADING

The Company understands that it is appropriate for Access Persons to participate in the public securities markets as part of their overall personal investment programs. As in other areas, however, this should be done in a way that creates no potential conflicts with the interests of any Fund or Portfolio. Further, it is important to recognize that otherwise appropriate trading, if excessive (measured in terms of frequency, complexity of trading programs, numbers of trades, or other measure as deemed appropriate by the Chief Compliance Officer), may compromise the best interests of any Funds or Portfolios if such excessive trading is conducted during the workday or using Fund/Portfolio resources. Accordingly, if personal trading rises to such dimension as to create an environment that is not consistent with the Code of Ethics, such personal transactions may not be approved or may be limited by the Chief Compliance Officer.

B. ACCESS PERSON DISCLOSURES AND REPORTING

1. ACCESS PERSON BACKGROUND INFORMATION. The SEC registration form for investment advisors requires the reporting, under oath, of past disciplinary actions taken against all "advisory affiliates." The Investment Advisers Act requires similar disclosure to the Client. The term "advisory affiliate" includes directors and chief officers of an advisor; individuals who have the power to direct or cause the direction of the management or policies of a company; and all current Access Persons except those performing only clerical, administrative, support or similar functions. Many advisory affiliates must also provide biographical information that must be reported to the SEC. If any of the information becomes inaccurate or needs to be updated to make it accurate, it shall be your obligation to bring this to the attention of the Compliance Officer.

2. UPON OCCURRENCE. Any prior, current, or potential litigation in which the Access Person is, or has been, a party, or is aware of the possibility of being named as a party, which in any way relates to the Company business, must disclose this to the Chief Compliance Officer.

C. RESPONSIBILITY TO KNOW THE RULES

Access Persons are responsible for their actions under the law and are therefore required to be sufficiently familiar with the Advisers Act and other applicable federal and state securities laws and regulations to avoid violating them. Claimed ignorance of any rule or regulation or of any requirement under this Code or any other Acadian policy or procedure is not a defense for employee conduct.

PART 6. RECORDKEEPING

Acadian will maintain the following records in a readily accessible place pertaining to this Code of Ethics:

o A copy of each Code that has been in effect at any time during the past five years;

o A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;

o A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, a Access Person (these records must be kept for five years after the individual ceases to be a Access Person of Acadian);

o Holdings and transactions reports made pursuant to the Code;

o A list of the names of persons who are currently, or within the past five years were, Access Persons;

o A record of any decision and supporting reasons for approving the acquisition of securities by Access Persons in IPOs and limited offerings for at least five years after the end of the fiscal year in which approval was granted.

o A record of persons responsible for reviewing Access Persons' reports currently or during the last five years; and

o A copy of reports provided to the board of directors of any U.S. registered management investment company for which Acadian acts as adviser or sub-adviser regarding the Code.

PART 7. FORM ADV DISCLOSURE

Acadian will include on Schedule F of Form ADV, Part II a description of Acadian's Code of Ethics, and Acadian will provide a copy of its Code of Ethics to any client or prospective client upon request.

PART 8. ADMINISTRATION AND ENFORCEMENT OF THE CODE

A. TRAINING AND EDUCATION

Acadian has designated the Chief Compliance Officer and head of Human Resources as the persons primarily responsible for training and educating Access Persons regarding the Code. In addition to training newly hire Access Persons, a training session for all Access Persons will occur at least yearly.

B. ANNUAL REVIEW

The Chief Compliance Officer will review the Code on an ongoing basis to ensure effective implementation and to make any revisions necessary to comply with regulatory requirements, industry best practices and/or Acadian's changing business requirements.

C. BOARD APPROVAL (FUND ADVISERS)

Acadian will submit any material amendments to its own Board of Directors, the Board of Directors of Old Mutual and any fund we advise or sub-advise.

D. REPORT TO THE BOARD(S) OF INVESTMENT COMPANY CLIENTS

Acadian will provide an annual written report to the board of the directors of each of its U.S. registered management investment company clients that describes any issues arising under

Acadian's Code of Ethics since the last report, including information about material violations of the Code and sanctions imposed in response to such violations. The report will include discussion of whether any waivers that might be considered important by the board were granted during the period. The report must also certify that the adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the code.

E. REPORT TO SENIOR MANAGEMENT

The Chief Compliance Officer will report to Acadian's Compliance and Executive Committees regarding the annual review of this Code and to bring all material violations to their attention.

F. REPORTING VIOLATIONS

All Access Persons must report violations of Acadian's Code of Ethics promptly to the Chief Compliance Officer or other appropriate Access Persons designated in this Code. This includes the CFO and the Head of Human Resources.

1. CONFIDENTIALITY. Any reports pursuant to Acadian's Code of Ethics will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Access Persons may submit any violation report referenced herein anonymously.

2. ADVICE OF COUNSEL. Access Persons are encouraged to seek advice from the Chief Compliance Officer with respect to any action or transaction which may violate Acadian's Code of Ethics and should also refrain from any action or transaction with might lead to the appearance of a violation of this Code.

3. APPARENT VIOLATIONS. Acadian encourages Access Persons to report "apparent" or "suspected" violations of the Code of Ethics in addition to actual or known violations of the Code.

4. RETALIATION. Retaliation against any Access Person who reports a violation with respect to Acadian's Code of Ethics is prohibited and constitutes a further violation of this Code.

G. SANCTIONS

Any violation of Acadian's Code of Ethics may result in disciplinary action that the Chief Compliance Officer or other Firm employee(s) responsible for its administration deem appropriate, including but not limited to a warning, fines, disgorgement, suspension, demotion, or termination of employment. In addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate.

H. FURTHER INFORMATION ABOUT THE CODE

Access Persons are encouraged to contact the Chief Compliance Officer (Scott Dias) with any questions about permissible conduct under the Code.

PRIMARY
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CHIEF COMPLIANCE OFFICER:                         SCOTT DIAS


ALTERNATE REVIEW OFFICER
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CHIEF FINANCIAL OFFICER:                          MARK MINICHIELLO

MANAGING DIRECTOR, SINGAPORE OFFICE:              RICK BARRY


TRAINING
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HEAD OF HUMAN RESOURCES:                          JOANN BILES

ACADIAN'S COMPLIANCE AND EXECUTIVE COMMITTEE'S ARE ALSO RESPONSIBLE FOR CODE OF ETHICS IMPLEMENTATION AND ENFORCEMENT

EXHIBIT B

ACCESS PERSON NEW INVESTMENT ACCOUNT APPROVAL FORM

Access Persons, defined in the Code of Ethics to include all Access Persons and immediate family members (spouse, domestic partner, minor children or anyone living in your household subject to your support), are required to notify Acadian at the time they establish any investment account in which they have a direct or indirect beneficial interest including all accounts in which the access person has sole or shared voting or investment power by contract, arrangement, understanding or relationship.

For each new account disclosed below in which a "covered security" is eligible for purchase, Acadian will directly contact each account custodian to request that Acadian be made an interested third party and that the custodian provide duplicate copies of account statements and trade confirmations directly to Acadian. Duplicate statements will not be requested where the account is only eligible to purchase direct obligations of the U.S. Government, bankers' acceptances, bank certificate of deposits, commercial paper, high quality short term debt instruments and unaffiliated registered open-ended investment companies (mutual funds).

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                         MAILING ADDRESS FOR                                                                 YES/NO
                         BROKER, DEALER OR        BENEFICIAL                                                 ABILITY TO
BROKER, DEALER OR        BANK WHERE ACCOUNT       OWNER           OWNERS                                     PURCHASE STOCK,
BANK WHERE ACCOUNT       IS HELD (ON              OF THE          RELATIONSHIP                               BONDS OR AFFILIATED
IS HELD                  STATEMENT)               ACCOUNT         TO YOU               ACCOUNT NUMBER        MUTUAL FUNDS
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EXHIBIT C (NEW HIRES)
WRITTEN ACKNOWLEDGMENT OF RECEIPT OF THE ACADIAN'S CODE
OF ETHICS

o I HAVE RECEIVED A COPY OF THE ACADIAN CODE OF ETHICS.

o I RECOGNIZE THAT I AND MY IMMEDIATE FAMILY MEMBERS AS DEFINED IN THE CODE OF ETHICS ARE SUBJECT TO THE PROVISIONS OF THE CODE.

o I HAVE READ AND UNDERSTAND ALL PROVISIONS OF THE CODE OF ETHICS.

o I HAVE HAD THE OPPORTUNITY TO ASK QUESTIONS ABOUT ANY PROVISIONS THAT ARE UNCLEAR TO ME.

o I AGREE TO COMPLY WITH THE TERMS OF THE CODE.

EXHIBIT D
WRITTEN ACKNOWLEDGMENT OF RECEIPT OF THE AMENDMENTS TO
ACADIAN'S CODE OF ETHICS

o I HAVE RECEIVED A COPY OF AMENDMENTS TO THE ACADIAN CODE OF ETHICS.

o I RECOGNIZE THAT I AND MY IMMEDIATE FAMILY MEMBERS AS DEFINED IN THE CODE OF ETHICS ARE SUBJECT TO THESE AMENDMENTS AND ALL PROVISIONS OF THE CODE.

o I HAVE READ AND UNDERSTAND THESE AMENDMENTS TO THE CODE OF ETHICS.

o I HAVE HAD THE OPPORTUNITY TO ASK QUESTIONS ABOUT ANY AMENDMENT THAT IS UNCLEAR TO ME.

o I AGREE TO COMPLY WITH THESES AMENDMENTS AND ALL OTHER TERMS OF THE CODE.

1. Access Persons, defined in the Code of Ethics to include all Access Persons and immediate family members (spouse, domestic partner, minor children or anyone living in your household subject to your support), are required to notify Acadian of any investment account in which they have a direct or indirect beneficial interest including all accounts in which the access person has sole or shared voting or investment power by contract, arrangement, understanding or relationship.

For each account disclosed below in which a "covered security" (ex.. stock, bond or affiliated mutual fund) is eligible for purchase, Acadian will directly contact each account custodian to request that Acadian be made an interested third party and that the custodian provide duplicate copies of account statements and trade confirmations directly to Acadian. Duplicate statements will not be requested where the account is only eligible to purchase direct obligations of the U.S. Government, bankers' acceptances, bank certificate of deposits, commercial paper, high quality short term debt instruments and unaffiliated registered open-ended investment companies (mutual funds). (USE THE CHECK ________ IF ADDENDUM IS BEING USED NEEDED TO DISCLOSE ADDITIONAL ACCOUNTS)

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                         MAILING ADDRESS FOR                                                                 YES/NO
                         BROKER, DEALER OR        BENEFICIAL                                                 ABILITY TO
BROKER, DEALER OR        BANK WHERE ACCOUNT       OWNER           OWNERS                                     PURCHASE STOCK,
BANK WHERE ACCOUNT       IS HELD (ON              OF THE          RELATIONSHIP                               BONDS OR AFFILIATED
IS HELD                  STATEMENT)               ACCOUNT         TO YOU               ACCOUNT NUMBER        MUTUAL FUNDS
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Access Person Signature Date

2. Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Company, such as any economic relationship between my transactions and securities held or to be acquired by the Company or any of its portfolios.

3. As of the date below I had a direct or indirect beneficial ownership in the following securities. You do not need to report transactions in direct obligations of the U.S. government, bankers' acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments and unaffiliated registered open-end investment companies (mutual funds).
PLEASE CHECK THIS BOX IF AN ADDENDUM IS ATTACHED LISTING ADDITIONAL SECURITIES [ ]

This report (i) excludes transactions with respect to which I had no direct or indirect influence or Control; and (ii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

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                                                                                       PRICE PER       PRINCIPAL       TYPE OF
                                                                                       SHARE AS        AMOUNT AS       OWNERSHIP
NAME OF BROKER, DEALER OR BANK AND                                       # OF          OF LAST         OF LAST         (DIRECT OR
ACCOUNT NUMBER                               NAME OF SECURITY            SHARES        STATEMENT       STATEMENT       INDIRECT)
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Directors who are not "interested persons" of the Company are required to complete this form but are not required to make a report of personal securities holdings.

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Access Person name                      Compliance                        Date

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Access Person Signature        Date

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                         MAILING ADDRESS FOR                                                                 YES/NO
                         BROKER, DEALER OR        BENEFICIAL                                                 ABILITY TO
BROKER, DEALER OR        BANK WHERE ACCOUNT       OWNER           OWNERS                                     PURCHASE STOCK,
BANK WHERE ACCOUNT       IS HELD (ON              OF THE          RELATIONSHIP                               BONDS OR AFFILIATED
IS HELD                  STATEMENT)               ACCOUNT         TO YOU               ACCOUNT NUMBER        MUTUAL FUNDS
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                                                                                       PRICE PER       PRINCIPAL       TYPE OF
                                                                                       SHARE AS        AMOUNT AS       OWNERSHIP
NAME OF BROKER, DEALER OR BANK AND                                       # OF          OF LAST         OF LAST         (DIRECT OR
ACCOUNT NUMBER                               NAME OF SECURITY            SHARES        STATEMENT       STATEMENT       INDIRECT)
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Directors who are not "interested persons" of the Company are required to complete this form but are not required to make a report of personal securities holdings.

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Access Person name                      Compliance                        Date

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Access Person Signature        Date

EXHIBIT F
ANNUAL CERTIFICATION AND WRITTEN ACKNOWLEDGMENT OF
RECEIPT OF ACADIAN'S CODE OF ETHICS AND ANNUAL REPORT OF
ACCESS PERSONS (PAGE 1)

o I HAVE A COPY OF THE ACADIAN CODE OF ETHICS AND ACKNOWLEDGE RECEIPT OF ANY AMENDMENTS DURING THE PAST YEAR.

o I RECOGNIZE THAT I AND MY IMMEDIATE FAMILY MEMBERS AS DEFINED IN THE CODE OF ETHICS ARE SUBJECT TO THE PROVISIONS OF THE CODE.

o I HAVE READ AND UNDERSTAND ALL PROVISIONS OF THE CODE OF ETHICS.

o I HAVE HAD THE OPPORTUNITY TO ASK QUESTIONS ABOUT ANY PROVISIONS THAT ARE UNCLEAR TO ME.

o IT IS MY BELIEF THAT I HAVE COMPLIED WITH THE PROVISIONS OF THE CODE OF ETHICS DURING THE PAST YEAR INCLUDING THE REPORTING OF ALL SECURITIES TRANSACTIONS.

EXHIBIT F
ANNUAL CERTIFICATION AND WRITTEN ACKNOWLEDGMENT OF
RECEIPT OF ACADIAN'S CODE OF ETHICS AND ANNUAL REPORT OF
ACCESS PERSONS (PAGE 2)

1. Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Company, such as any economic relationship between my transactions and securities held or to be acquired by the Company or any of its portfolios.

2. As of December 31, 200__, I had a direct or indirect beneficial ownership in the securities listed below. You do not need to report transactions in direct obligations of the U.S. government, bankers' acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments and unaffiliated registered open-end investment companies (mutual funds). PLEASE CHECK THIS BOX IF AN ADDENDUM IS ATTACHED LISTING ADDITIONAL SECURITIES [ ]

This report (i) excludes transactions with respect to which I had no direct or indirect influence or Control; and (ii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

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                                                                                       PRICE PER       PRINCIPAL       TYPE OF
                                                                                       SHARE AS        AMOUNT AS       OWNERSHIP
NAME OF BROKER, DEALER OR BANK AND                                       # OF          OF LAST         OF LAST         (DIRECT OR
ACCOUNT NUMBER                               NAME OF SECURITY            SHARES        STATEMENT       STATEMENT       INDIRECT)
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Access Person name                      Compliance                        Date

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Access Person Signature        Date

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                         MAILING ADDRESS FOR                                                                 YES/NO
                         BROKER, DEALER OR        BENEFICIAL                                                 ABILITY TO
BROKER, DEALER OR        BANK WHERE ACCOUNT       OWNER           OWNERS                                     PURCHASE STOCK,
BANK WHERE ACCOUNT       IS HELD (ON              OF THE          RELATIONSHIP                               BONDS OR AFFILIATED
IS HELD                  STATEMENT)               ACCOUNT         TO YOU               ACCOUNT NUMBER        MUTUAL FUNDS
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Access Person name                        Compliance                        Date


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Access Person Signature          Date

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                         MAILING ADDRESS FOR                                                                 YES/NO
                         BROKER, DEALER OR        BENEFICIAL                                                 ABILITY TO
BROKER, DEALER OR        BANK WHERE ACCOUNT       OWNER           OWNERS                                     PURCHASE STOCK,
BANK WHERE ACCOUNT       IS HELD (ON              OF THE          RELATIONSHIP                               BONDS OR AFFILIATED
IS HELD                  STATEMENT)               ACCOUNT         TO YOU               ACCOUNT NUMBER        MUTUAL FUNDS
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                                                                                       PRICE PER       PRINCIPAL       TYPE OF
                                                                                       SHARE AS        AMOUNT AS       OWNERSHIP
NAME OF BROKER, DEALER OR BANK AND                                       # OF          OF LAST         OF LAST         (DIRECT OR
ACCOUNT NUMBER                               NAME OF SECURITY            SHARES        STATEMENT       STATEMENT       INDIRECT)
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Directors who are not "interested persons" of the Company are required to complete this form but are not required to make a report of personal securities holdings.

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Access Person name                      Compliance                        Date

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Access Person Signature        Date

EXHIBIT G
ACCESS PERSON SECURITIES TRANSACTIONS REPORT FOR THE CALENDAR
MONTH ENDED:_________________(PAGE 1)
(SUBMIT WITHIN 10 DAYS OF MONTH END)

1. During the month referred to above, the following transactions were effected in securities of which I had, or by reason of such transaction acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Code of Ethics adopted by the Company. (if none were transacted, write "none"). You do not need to report transactions in direct obligations of the U.S. government, bankers' acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments and unaffiliated registered open-end investment companies (mutual funds). PLEASE CHECK THIS BOX IF AN ADDENDUM IS ATTACHED LISTING ADDITIONAL SECURITIES [ ]

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                                                                                       PRICE PER       PRINCIPAL       TYPE OF
                                                                                       SHARE AS        AMOUNT AS       OWNERSHIP
NAME OF BROKER, DEALER OR BANK AND                                       # OF          OF MONTH        OF MONTH        (DIRECT OR
ACCOUNT NUMBER                               NAME OF SECURITY            SHARES        END             END             INDIRECT)
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Directors who are not "interested persons" of the Company are required to complete this form but are not required to make a report of personal securities holdings.

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Access Person name                      Compliance                        Date

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Access Person Signature        Date

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                         MAILING ADDRESS FOR                                                                 YES/NO
                         BROKER, DEALER OR        BENEFICIAL                                                 ABILITY TO
BROKER, DEALER OR        BANK WHERE ACCOUNT       OWNER           OWNERS                                     PURCHASE STOCK,
BANK WHERE ACCOUNT       IS HELD (ON              OF THE          RELATIONSHIP                               BONDS OR AFFILIATED
IS HELD                  STATEMENT)               ACCOUNT         TO YOU               ACCOUNT NUMBER        MUTUAL FUNDS
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3. Except as noted on the reverse side of this report, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Company, such as the existence of any economic relationship between my transactions and securities held or to be acquired by the Company or any of its portfolios.

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Access Person name                      Compliance                        Date

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Access Person Signature        Date

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                         MAILING ADDRESS FOR                                                                 YES/NO
                         BROKER, DEALER OR        BENEFICIAL                                                 ABILITY TO
BROKER, DEALER OR        BANK WHERE ACCOUNT       OWNER           OWNERS                                     PURCHASE STOCK,
BANK WHERE ACCOUNT       IS HELD (ON              OF THE          RELATIONSHIP                               BONDS OR AFFILIATED
IS HELD                  STATEMENT)               ACCOUNT         TO YOU               ACCOUNT NUMBER        MUTUAL FUNDS
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                                                                                       PRICE PER       PRINCIPAL       TYPE OF
                                                                                       SHARE AS        AMOUNT AS       OWNERSHIP
NAME OF BROKER, DEALER OR BANK AND                                       # OF          OF MONTH        OF MONTH        (DIRECT OR
ACCOUNT NUMBER                               NAME OF SECURITY            SHARES        END             END             INDIRECT)
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Directors who are not "interested persons" of the Company are required to complete this form but are not required to make a report of personal securities holdings.

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Access Person name                      Compliance                        Date

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Access Person Signature        Date

EXHIBIT H

SECURITIES TRANSACTIONS REPORT RELATING TO SHORT-TERM TRADING FOR THE SIXTY-DAY PERIOD FROM________TO ____________ (PAGE 1)

During the sixty (60) calendar day period referred to above, the following purchases and sales, or sales and purchases, of the same (or equivalent) securities were effected or are proposed to be effected in securities of which I have, or by reason of such transaction acquired, direct or indirect beneficial ownership. (Please provide information for the original and the proposed trade.) You do not need to report transactions in direct obligations of the U.S. government, bankers' acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments and unaffiliated registered open-end investment companies (mutual funds).

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TRANSACTION 1: [ ] AUTHORIZED
               [ ] NOT AUTHORIZED
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NAME OF BROKER, DEALER OR BANK     NAME OF         ORIGINAL              BUY/SELL      PRICE          NUMBER OF      PRINCIPAL
AND ACCOUNT NUMBER                 SECURITY        TRANSACTION DATE      OTHER         PER SHARE      SHARES         AMOUNT
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NAME OF BROKER, DEALER OR BANK     NAME OF         PROPOSED              BUY/SELL      PRICE          NUMBER OF      PRINCIPAL
AND ACCOUNT NUMBER                 SECURITY        TRANSACTION DATE      OTHER         PER SHARE      SHARES         AMOUNT
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TRANSACTION 2: [ ] AUTHORIZED
               [ ] NOT AUTHORIZED
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NAME OF BROKER, DEALER OR BANK     NAME OF         ORIGINAL              BUY/SELL      PRICE          NUMBER OF      PRINCIPAL
AND ACCOUNT NUMBER                 SECURITY        TRANSACTION DATE      OTHER         PER SHARE      SHARES         AMOUNT
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NAME OF BROKER, DEALER OR BANK     NAME OF         PROPOSED              BUY/SELL      PRICE          NUMBER OF      PRINCIPAL
AND ACCOUNT NUMBER                 SECURITY        TRANSACTION DATE      OTHER         PER SHARE      SHARES         AMOUNT
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TRANSACTION 3: [ ] AUTHORIZED
               [ ] NOT AUTHORIZED
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NAME OF BROKER, DEALER OR BANK     NAME OF         ORIGINAL              BUY/SELL      PRICE          NUMBER OF      PRINCIPAL
AND ACCOUNT NUMBER                 SECURITY        TRANSACTION DATE      OTHER         PER SHARE      SHARES         AMOUNT
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NAME OF BROKER, DEALER OR BANK     NAME OF         PROPOSED              BUY/SELL      PRICE          NUMBER OF      PRINCIPAL
AND ACCOUNT NUMBER                 SECURITY        TRANSACTION DATE      OTHER         PER SHARE      SHARES         AMOUNT
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TRANSACTION 4: [ ] AUTHORIZED
               [ ] NOT AUTHORIZED
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NAME OF BROKER, DEALER OR BANK     NAME OF         ORIGINAL              BUY/SELL      PRICE          NUMBER OF      PRINCIPAL
AND ACCOUNT NUMBER                 SECURITY        TRANSACTION DATE      OTHER         PER SHARE      SHARES         AMOUNT
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NAME OF BROKER, DEALER OR BANK     NAME OF         PROPOSED              BUY/SELL      PRICE          NUMBER OF      PRINCIPAL
AND ACCOUNT NUMBER                 SECURITY        TRANSACTION DATE      OTHER         PER SHARE      SHARES         AMOUNT
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This report (i) excludes transactions with respect to which I had no direct or indirect influence or Control; and (ii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

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Access Person name                      Compliance                        Date

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Access Person Signature        Date

EXHIBIT H

SECURITIES TRANSACTIONS REPORT RELATING TO SHORT-TERM TRADING FOR THE SIXTY-DAY PERIOD FROM________TO ____________ (PAGE 2)

With respect to my status as an Access Person of the Company, and transactions in the securities set forth in the table on page 1 of this report, I hereby certify that:

(a) I have no knowledge of the existence of any personal conflict of interest relationship which may involve any of the Portfolios managed by the Company, such as frontrunning transactions or the existence of any economic relationship between my transactions and securities held or to be acquired by any Portfolio;

(b) such securities, including securities that are economically related to such securities, involved in the transaction are not (i) Being Considered for Purchase or Sale by any Portfolio managed by the Company, or (ii) Being Purchased or Sold by any Portfolio; and

(c) such transactions are in compliance with the Code of Ethics of the Company.

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Access Person name                      Compliance                        Date

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Access Person Signature        Date

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                                                                                                        TRANSACTION
                                                                                                        TYPE (I.E.       COMPLIANCE
NAME OF BROKER, DEALER OR BANK         SYMBOL/NAME                         PRICE PER      PRINCIPAL     BUY, SELL,       AUTHORIZED
AND ACCOUNT NUMBER                     OF SECURITY        # OF SHARES      SHARE          AMOUNT        ETC.)            YES    NO
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This report (i) excludes transactions with respect to which I had no direct or indirect influence or Control; and (ii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

Is any proposed transaction described above within sixty (60) days of a prior transaction in the same or equivalent Security? Yes: [ ] No: [ ]

If yes, the Access Person must submit a Securities Transactions Report Relating to Short Term Trading (Exhibit E) for preapproval.

Is any proposed transaction described above considered an Initial Public Offering (IPO) or Private Placement? Yes: [ ] No: [ ] (If yes, the Compliance Officer should prepare a memorandum describing the reasons for preapproving the transaction pursuant to Section B(2)(b) of the Code.)

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Access Person name                      Compliance                        Date

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Access Person Signature        Date

EXHIBIT J
ACCESS PERSON RELATIONSHIP REPORT
PLEASE COMPLETE A SEPARATE REPORT FOR EACH RELATIONSHIP

Please disclose your position as an officer, director, trustee, partner, or Controlling person in any other company or business venture, or as a member of an investment organization. For existing Access Persons, please remember to provide the requested information to the Chief Compliance Officer for review prior to accepting the position.

1. Name of Organization:_______________________________

2. Type of Organization:_______________________________

3. Your position:______________________________________

4. Start Date of Affiliation:__________________________

5. Is this a client or publicly traded company? Yes No

6. Do you have an equity interest in the organization? Yes No

7. Do you have any investment responsibilities on behalf of the organization?

Yes No

8. Provide a description of your role and responsibilities______________________

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Access Person name                      Compliance                        Date

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Access Person Signature        Date

EXHIBIT K
ACCESS PERSON PARTNERSHIP REPORT
PLEASE COMPLETE A SEPARATE REPORT FOR EACH PARTNERSHIP

Any partnership or similar arrangement, either participated in or formulated by an Access Person, should be disclosed to the Chief Compliance Officer. For existing Access Persons, please remember to provide the requested information to the Chief Compliance Officer for review prior to accepting forming or joining the partnership.

1. Name of Partnership:_____________________________

2. Type of Organization:______________________________

3. Your position:______________________________________

4. Start Date of Affiliation:__________________________

5. Any clients involved? Yes No

6. Do you have an equity interest in the partnership? Yes No

7. Do you have any investment responsibilities on behalf of the partnership?

Yes No

8. Provide a description of your role and responsibilities______________________

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Access Person name                      Compliance                        Date

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Access Person Signature        Date

EXHIBIT L
EMPLOYEE ENTERTAIMENT FORM WHEN ANTICIPATED BENEFIT WILL
EXCEED $250.

1. Name and department of Acadian employee who will be attending the event:_____

2. Date of event:_______________________________________________________________

3. Location:____________________________________________________________________

4. Purpose:_____________________________________________________________________

5. Name of Company sponsoring the event or offering the event:__________________

6. Name and title of Company representative offering the event:_________________

7. Anticipated benefits and value received:_____________________________________

8. Have you received or accepted any other entertainment or gifts from this individual or company since January 1 of this year? Yes No

If Yes, provide details on when, what and what amount___________________________

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                                                                        IF EVENT,
                                                                        WAS COMPANY                                  ACTUAL OR
DATE OF             NAME AND TITLE OF             NAME OF COMPANY       REP.                                         APPROXIMATE
GIFT/EVENT          INDIVIDUAL PROVIDING          PROVIDING             PRESENT        DESCRIPTION OF GIFT/EVENT     VALUE
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EXHIBIT N

BOARD OF DIRECTORS APPROVAL

The undersigned, being all of the Directors of Acadian Asset Management, Inc. hereby consent to the adoption of the following resolutions with the same effect as though they had been adopted at a meeting of the Directors of Acadian Asset Management:

RESOLVED, that the Board of Directors authorizes the adoption of the Acadian Code of Ethics, effective February 1, 2005, a copy of which is here attached.

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Gary L. Bergstrom                         Date


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Ronald D. Frashure                        Date


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Churchill G. Franklin                     Date


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John R. Chisholm                          Date


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Scott F. Powers                           Date

APPENDIX A

"ACCESS PERSON" includes:

a. Any officer, director or employee of Acadian (or other person occupying a similar status or performing a similar function);
b. Any other person who provides advice on behalf of Acadian and is subject to Acadian's supervision and control; and
c. Any temporary worker, consultant, independent contractor, or any particular person designated by the Chief Compliance Officer.
d. "IMMEDIATE FAMILY" member is defined to include any relative by blood or marriage living in an Access Person's household (spouse, minor children, a domestic partner etc.), or someone who is primarily supported financial by the Access Person.
e. Any person who's account you have a direct or indirect beneficial interest in, including investment accounts where you act as trustee, power or attorney or have some sort of legal authority.

"Access person" is a person who:

a. has access to nonpublic information regarding any client's purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any investment company Acadian or its control affiliates manage;
b. is involved in making securities recommendations to clients, or has access to such recommendations that are nonpublic; or
c. is a director or officer of Acadian (or other person occupying a similar status or performing a similar function).

"BENEFICIAL OWNERSHIP" is to be determined in the same manner as it is for purposes of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder which, generally speaking, encompasses those situations where the Beneficial Owner has the right to enjoy some economic benefit from the investment account or ownership of the Security. "DIRECT" means that the account is in the name of the access person. "INDIRECT" means the account is in the name of another party but you have an interest i.e. spouse's account.

"CLIENTS" mean those persons or entities for whom the Company acts as investment manager or fiduciary, including any trusts or funds which fall under the Investment Company Act of 1940.

"SECURITY" is defined to include:
     o    options on securities, on indexes and on currencies;
     o    futures contracts;
     o    limited partnerships (including limited liability and other companies
          that are treated as partnerships for U.S. federal income tax
          purposes);
     o    foreign unit trusts and foreign mutual funds;
     o    closed-end investment companies;

                                       48

     o    shares of open-end mutual funds that are advised or sub-advised by
          Acadian or one of Acadian's affiliates, including all companies under
          the Old Mutual umbrellas*; and

     o    private investment funds, hedge funds, and investment clubs;

but specifically does not include:

o direct obligations of the U.S. government;
o bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements;
o shares issued by money market funds (domiciled inside or outside the United States);
o shares of open-end mutual funds that are not advised or sub-advised by Acadian or one of Acadian's affiliates, including all companies under the Old Mutual umbrellas; and
o shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are funds advised or sub-advised by Acadian or one of Acadian's affiliates, including all companies under the Old Mutual umbrellas.

"NON-RESIDENT DIRECTOR" means any director of the Company who does not maintain a business address at the Company and who does not, in the ordinary cause of his or her business, receive current information regarding the purchase or sale of securities by the Company or information regarding recommendations concerning the purchase or sale of securities by the Company.

APPENDIX B

ANSWERS TO COMMONLY ASKED QUESTIONS

I. FIDUCIARY DUTY AND CONFLICTS OF INTEREST

Conflicts of interest can arise in any number of situations. No comprehensive list of all possible conflicts of interest can be provided in this memorandum. However, the following example may be helpful. Consider these two cases: an Access Person seeking to induce a bank to give the Access Person a loan in exchange for maintaining excessive cash balances of a Client with the bank, and an Access Person executing trades for a Client through a broker-dealer that provides research services for the Company but charges commissions higher than other broker-dealers. In the first case, such activity would be a violation of an Access Person's fiduciary duty and might subject the Access Person and the Company to liability under the Advisers Act and other applicable laws. In the latter case, if the Company determines in good faith that the higher commissions are reasonable in relation to the value of the brokerage and research services provided, the payment of higher commissions may be permitted under the safe harbor of Section 28(e) of the Securities Exchange Act of 1934 -- as long as appropriate disclosure is made to the Client and in the Company's Form ADV.

Another common conflict of interest occurs when the Company pays some consideration to a person for recommending the Company as an adviser. In those circumstances, an Access Person must make disclosure to any prospective Client of any consideration paid for recommending the Company's services to that prospective Client and the Company must comply with Rule 206(4)-3 of the Advisers Act. This Rule governs situations involving cash payments for Client solicitations and requires that specific disclosure documents containing information about the solicitor and the adviser be provided to a prospective Client at the time of the solicitation.

The Company and its Access Persons have a fiduciary duty to act for the benefit of the Clients and to take action on the Clients' behalf before taking action in the interest of any Access Person or the Company.

The manner in which any Access Person discharges this fiduciary duty depends on the circumstances. Sometimes general disclosure of common conflicts of interest may suffice. In other circumstances, explicit consent of the Client to the particular transaction giving rise to a conflict of interest may be required or an Access Person may be prohibited from engaging in the transaction regardless of whether the Client consents.

The Client's consent will not in all cases insulate the Access Person against a claim of breach of the Access Person's fiduciary duty. Full disclosure of all material facts must be given if consent is to be effective. As a result, consents concerning possible future breaches of laws will not usually work. However, waivers of known past violations may be effective. In addition, a Client under the Control and influence of the Access Person or who has come to rely on the Access Person's investment decisions cannot effectively consent to a conflict of interest or breach of fiduciary duty. Consent must be competent, informed and freely given.

The duty to disclose and obtain a Client's consent to a conflict of interest must always be undertaken in a manner consistent with the Access Person's duty to deal fairly with the Client. Therefore, even when taking action with a Client's consent, each Access Person must always seek to assure that the action taken is fair to the Client.

If any Access Person is faced with any conflict of interest, he or she should consult the Chief Compliance Officer or designee prior to taking any action.

II. MATERIAL INSIDE INFORMATION

All Company staff and all persons -- friends, relatives, business associates and others -- who receive nonpublic material inside information from Company staff concerning an issuer of securities (whether such issuer is a Client or not) are subject to these rules. It does not matter whether the issuer is public or private.

At the Company, the rules apply to officers, marketing, advisory, administrative, secretarial, or other staff. Furthermore, if any Access Person gives nonpublic material inside information concerning an issuer of securities to a person outside the Company and that person trades in securities of that issuer, the Access Person and that person may have both civil and criminal liability.

Generally speaking, material inside information is significant information about an issuer's business or operations (past, present or prospective) that becomes known to an Access Person and which is not otherwise available to the public. While the exact meaning of the word "material" is not entirely clear, it turns on whether the information about an issuer would influence an investor in any investment decision concerning that issuer's securities and whether the information has not already been disclosed to the public. Under current court decisions, it makes no difference whether the material inside information is good or bad. Needless to say, if the undisclosed information would influence an Access Person's own decision to buy or sell or to trade for a Client or the Company, the information probably is material and an Access Person should not trade or permit the Company to trade for a Client or itself until it has been publicly disclosed.

Here is an example that should clarify the difference between the two. Suppose the Company is engaged by the president of a publicly traded corporation to provide advice concerning her personal pension fund and while working on the matter an Access Person learns the amount of alimony she pays to her former spouse. That discovery should be kept confidential, but it almost certainly has no bearing on the value of her corporation's securities (i.e., it is not material) and, in fact, it probably is not "inside information" about the corporation itself. Accordingly, an Access Person of the Company could buy or sell securities of that issuer so long as the Access Person possesses no material nonpublic information about the corporation. But disclosure of the president's alimony payments would be entirely improper and in breach of fiduciary duty.

In other words, confidential information should never be disclosed, but it is not always material inside information. Knowing it is not necessarily an impediment to participating in the securities markets concerning a particular issuer.

Yes. While the following list is by no means complete, information about the following subjects is particularly sensitive:

a. Dividends, stock dividends and stock splits.
b. Sales and earnings and forecasts of sales and earnings.
c. Changes in previously disclosed financial information.
d. Corporate acquisitions, tender offers, major joint ventures or merger proposals.
e. Significant negotiations, new contracts or changes in significant business relationships.
f. Changes in Control or a significant change in management.
g. Adoption of stock option plans or other significant compensation plans.
h. Proposed public or private sales of additional or new securities.
i. Significant changes in operations.
j. Large sales or purchases of stock by principal stockholders.
k. Purchases or sales of substantial corporate assets, or decisions or agreements to make any such purchase or sale.
1. Significant increases or declines in backlogs of orders.
m. Significant new products to be introduced.
n. Write-offs.
o. Changes in accounting methods.
p. Unusual corporate developments such as major layoffs, personnel furloughs or unscheduled vacations for a significant number of workers.
q. Labor slowdowns, work stoppages, strikes, or the pending negotiation of a significant labor contract.
r. Significant reductions in the availability of goods from suppliers or shortages of these goods.
s. Extraordinary borrowings.
t. Major litigation.
u. Governmental investigations concerning the Company or any of its officers or directors.
v. Financial liquidity problems.
w. Bankruptcy proceedings.
x. Establishment of a program to repurchase outstanding securities.

Federal law, and the policy of the Company, prohibit any Access Person from using material inside information, whether obtained in the course of working at the Company or otherwise, for his or her private gain, for the Company's gain or for a Client's gain and prohibit any Access Person from furnishing such information to others for their private gain. This is true whether or not the information is considered "confidential". When in doubt, the information should be presumed to be material and not to have been disclosed to the public. No trades should be

executed for any Access Person, any Client or for the Company, if the person executing the trade or the Company has material inside information about the issuer.

Under the federal securities laws, it is illegal to disclose (or "tip") material inside information to another person who subsequently uses that information for his or her profit.

Questions regarding whether such information may constitute "inside" information should be referred to the Chief Compliance Officer.

To the public. Public disclosure of material events is usually made by means of an official press release or filing with the SEC. An Access Person's disclosure to a broker or other person will not be effective, and such Access Person may face civil or criminal liability if such Access Person (or the person to whom the Access Person makes disclosure) trades on the basis of the information. Company staff should be aware that in most cases they are not authorized to disclose material events about an issuer to the public and that right usually belongs to the issuer alone.

If an Access Person sees information in a newspaper or public magazine, that information will clearly have been disclosed. Information in a filing with the SEC or a press release will also have been disclosed. However, the courts have said that one should wait for a reasonable period of time after the publication, filing or release date to assure that the information has been widely disseminated and that the public has had sufficient time to evaluate the news. If any Access Person has any questions about whether information has been disclosed, such Access Person should not trade in the affected securities.

Company staff may not purchase or sell any securities about which they have inside information for their own, the Company's or for a Client's account or cause Clients to trade on such information until after such information becomes public. The foregoing prohibition applies whether or not the material inside information is the basis for the trade. Company staff should be alert for information they receive about issuers on their recommendation or approved lists that may be material inside information. Whenever Company staff come into possession of what they believe may be material nonpublic information about an issuer, they should notify the Chief Compliance Officer because the Company as a whole may have an obligation not to trade in the securities of the issuer.

The Chief Compliance Officer or his designee will oversee matters relating to inside information and prohibitions on insider trading. Currently, all questions should be addressed to Scott Dias or, in his absence, Mark Minichiello.

III. CONFIDENTIAL INFORMATION

An investment adviser has a fiduciary duty to its Clients not to divulge information obtained in connection with its services as an adviser. Therefore, all information, whether of a personal or business nature, that an Access Person obtains about a Client's affairs during employment with the Company should be treated as confidential both during the Access Persons employment and after employment terminates. Such information may sometimes include information about non-Clients, and that information should likewise be held in confidence. Even the fact that the Company advises a particular Client should ordinarily be treated as confidential.

All personnel -- officers and advisory, marketing, administrative and secretarial staff -- are subject to these policies. (For the sake of convenience, this group is sometimes referred to in this memorandum as "Company staff").

Since an investment adviser has a fiduciary duty to its Clients not to divulge information obtained from or about a Client in connection with its services as an adviser, Company staff must not repeat or disclose confidential information received from or about Clients outside the Company to anyone, including relatives, friends or strangers. Any misuse of confidential information about a Client is a disservice to the Client that may cause both the Client and the Company substantial injury. Failure to comply with this policy may have very serious consequences for Company staff and for the Company, including termination and criminal action.

There are a number of steps Company staff should take to help preserve Client and other confidences, including the following:

i. Company staff should be sensitive to the problem of inadvertent or accidental disclosure. Careless conversation, naming names or describing details of a current or proposed trade, investment or transaction in a lounge, hallway, elevator or restore, or in a train, taxi, airplane, restaurant or other public place, can result in the disclosure of confidential information and should be strictly avoided.

ii. Maintenance of confidentiality requires careful safeguarding of papers and documents, both inside and outside the Company. Documents and papers should be kept in appropriately marked file folders and locked in file cabinets when appropriate.

iii. If an Access Person uses a speakerphone, the Access Person should be careful to refrain from using it in any way that might increase the likelihood of accidental

disclosure. Use caution, for example, when participating in a speakerphone conversation dealing with confidential information if the office door is open, or if the speakerphone volume is set too high. The same applies if an Access Person knows or suspects that a speakerphone or a second extension phone is being used at the other end of a telephone conversation.

iv. In especially sensitive situations, it may be necessary to establish barriers to the exchange of information within the Company and to take other steps to prevent the leak of confidential information.

APPENDIX C

Acadian, an investment adviser and sub-adviser to certain Investment Company Act mutual funds, follows specific procedures mandated by Rule 17j-1 of the Investment Company Act and any other reporting requirements required by the Trust or investment adviser whose fund Acadian advises.

I. SEI INSTITUTIONAL INVESTMENTS TRUST

This section applies to the SEI Institutional Investments Trust (the "Trust").

In the instances where the Company serves as an investment advisor to the Trust, the Company will:

1. Submit to the Board of Trustees of the Trust a copy of its code of ethics adopted pursuant to Rule 17j-1, which code shall comply with the recommendations of the Investment Company Institute's Advisory Group on Personal Investing;

2. Promptly report to the Trust in writing any material amendments to such Code;

3. Promptly furnish to the Trust upon request copies of any reports made pursuant to such Code by any person who is an Access Person as to the Trust, and

4. Shall immediately furnish to the Trust, without request, all material information regarding any violation of such Code by any person who is an Access Person as to the Trust.

II. ADVISERS IN A CIRCLE - ACADIAN EMERGING MARKETS PORTFOLIO

This section applies to the AIC Acadian Emerging Markets Portfolio (the "Fund").

A. REPORTING OF VIOLATIONS TO THE BOARD OF DIRECTORS OF THE FUND

1. The Compliance Officer of the Fund shall promptly report to the Board of Directors of the Fund ("the Board") all material violations of this Code of Ethics and the reporting requirements thereunder.

2. When the Compliance Officer of the Fund finds that a transaction otherwise reportable to the Board under Paragraph 1.) of this Section could not reasonably be found to have resulted in a fraud, deceit or manipulative practice in violation of Rule 17j-1(a), he may, in his discretion, lodge a written memorandum of such finding and the reasons therefore with the reports made pursuant to this Code of Ethics, in lieu of reporting the transaction to the Board.

3. The Board, or a Committee of Directors created by the Board for that purpose, shall consider reports made to the Board hereunder and shall determine whether or not this Code of Ethics has been violated and what sanctions, if any, should be imposed.

B. ANNUAL REPORTING TO THE BOARD OF DIRECTORS OF THE FUND

The Compliance Officer of the Fund shall prepare an annual report relating to this Code of Ethics to the Board. Such annual report shall:

1. summarize existing procedures concerning personal investing and any changes in the procedures made during the past year;

2. identify material violations requiring significant remedial actions during the past year; and

3. identify any recommended changes in the existing restrictions or procedures based upon the Fund's experience under its Code of Ethics, evolving industry practices or developments in applicable laws or regulations.

C. SANCTIONS
Upon discovering a violation of this Code, the Board of Directors may impose such sanctions as they deem appropriate, including, among other things, a letter of censure or suspension or termination of the employment of the violator.

D. MISCELLANEOUS
In the event of conflict between the Code of Ethics and the terms of the Code of Ethics of the Fund, the terms of the Fund's Code will govern.

EXHIBIT p.4

ENGEMANN ASSET MANAGEMENT

CODE OF ETHICS

ENGEMANN ASSET MANAGEMENT

CODE OF ETHICS

This Code of Ethics (the "Code") applies to all Access Persons, as defined in Section 1(a) below, of Engemann Asset Management ("Engemann" or "the Company").

(a) "Access Person" means, for the purposes of the Code, all employees of Engemann.

(b) "Affiliated Mutual Funds" means any Phoenix Funds.

(c) "Federal Securities Laws" means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to fund and investment advisers, and any rules adopted thereunder by the SEC or the Department of Treasury.

(d) "Initial Public Offering" means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.

(e) "Personal Account" means every account for which an Access Person, directly or indirectly, influences or controls the investment decisions of such account. This would include any account of (a) any Access Person, (b) the spouse of such Access Person, (c) any children living in the same household of such Access Person, and/or (d) any other person residing in the same household of such Access Person. Each account shall be deemed a personal account of the Access Person UNLESS such Access Person certifies in writing to the Company's Compliance Department for each applicable personal account that: (i) the certifying Access Person does not influence the investment decisions for such account, (ii) the person or persons making the investment decisions for such account do not make such decisions, in whole or in part, based upon any information provided by the certifying Access Person. (For example, if an Access Person has established a personal account with an investment adviser or broker/dealer and has signed a written contract giving the investment adviser or broker/dealer full discretion over the personal account).

(f) "Purchase or sale of a security" includes, among other things, the writing of an option to purchase or sell a security or the purchase or sale of a security that is exchangeable for or convertible into a security.

(g) "Secondary Offering" means an offering of securities of a publicly traded company that prior to the offering were not registered under the Securities Act of 1933, as amended.

(h) "Security" shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act of 1940, as amended, except that is shall not include securities issued by the Government of the United States, bankers' acceptances, bank certificates of deposit, commercials paper, shares purchased in an automatic dividend reinvestment plan, shares of non-affiliated registered open-end investment companies (" non-affiliated mutual funds") and shares of money-market mutual funds.

Engemann, and all its Access Persons have an ongoing fiduciary responsibility to the Company's clients and must ensure that the needs of the clients always come first. Engemann holds its Access Persons to a very high standard of integrity and business practices. In serving its clients, the Company and its Access Persons must at all times deal with clients in an honest and ethical manner and comply with all the Federal Securities Laws.

While affirming its confidence in the integrity and good faith of all of its Access Persons, Engemann recognizes that the knowledge of present or future portfolio transactions or the power to influence portfolio transactions, if held by such individuals, places them in a position where their personal interests might conflict with the interests of the Company's clients. Such conflicts of interest could arise if securities are bought or sold for personal accounts in a manner that would significantly compete with the purchase or sale of securities for clients or if securities are bought or sold for client accounts in a manner that is advantageous to such personal accounts.

Because the Company is a fiduciary to its clients, each Access Person must avoid actual and apparent conflicts of interest with the Company's clients. Therefore, in view of the foregoing and in accordance with the provisions of Rule 204A-1 under the Advisers Act, Engemann has adopted the Code to specify and prohibit certain types of activity deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict) and to outline reporting requirements and enforcement procedures.

In addition, when Access Persons covered by the terms of the Code engage in the types of activity described in Section 4 below, they must adhere to the following general principles as well as to the Code's specific provisions:

(a) At all times, the interests of the Company's clients must come first;

(b) Personal security transactions must be conducted consistent with the Code in a manner that avoids any actual or potential conflict of interest; and

(c) No inappropriate advantage should be taken of any position of trust and responsibility.

It is unlawful for any Access Person:

(a) To employ any device, scheme or artifice to defraud a client;

(b) To make any untrue statement of a material fact to any of the Company's clients or omit to state a material fact necessary in order to make the statements made to a client, in light of the circumstances under which they are made, not misleading;

(c) To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on a client; or

(d) To engage in any manipulative practice with respect to a client.

(a) IPO Rule: No Access Person may purchase or sell shares of any Security in an Initial Public Offering or Secondary Offering (including offers through the Internet).

(b) Limited Offering Rule: No Access Person may purchase or sell shares of any Security in a limited offering without prior written approval from the Company's Compliance Department.

(c) Private Placement Rule: No Access Person may purchase or sell shares of a Security in a private placement without prior written approval from the Company's Compliance Department.

(d) Pre-clearance Rule: No Access Person may purchase or sell a Security without prior written approval from the Company's Compliance Department. Pre-clearance is valid through the next business day following the day pre-clearance is given, unless an extension is granted in writing by the Company's Compliance Department. In addition, the Company's Compliance Department may deny approval of any transaction requiring pre-clearance, even if the transaction is normally permitted under the Code, if there is a reasonable belief that denying pre-clearance is necessary for the protection of a client. Any such denial may be appealed to the Company's Chief Executive Officer whose decision shall be final.

EXCEPTION: A purchase or sell of shares of any Affiliated Mutual Fund does not require pre-clearance.

(e) Blackout Rule: No Access Person may purchase or sell shares of a Security within seven calendar days before and after a client, except for:

1. A purchase or sell of up to 500 shares of common stock per day of any security listed on the Standard & Poor's 500 Composite Stock Index list (the "S&P 500 List"). The Company's Compliance Department will maintain, update and distribute, at the beginning of each quarter, a list of securities that are currently ranked within the S&P 500 Index as of the beginning of each calendar quarter.

(f) Ban on Short-term Trading Profits. Access Persons must hold each Security for a period of not less than sixty (60) days from date of acquisition.

(j) Gifts. No Access Person shall accept any gift or other item (for the purpose of this Code "gifts" include but are not limited to cash, merchandise, gifts, prizes, travel expenses, meals and certain types of entertainment) of more than $100 in value from any person or entity that does business with or on behalf of the Company. All gifts received must be reported to the Company's Compliance Department.

(k) Service as Director. No Access Person shall serve on the board of directors of a publicly traded company without prior written authorization by the CEO or the Chief Compliance Officer. If board service is authorized, such Access Person shall have no role in making investment decisions with respect to the publicly traded company.

(l) Market Timing Prohibited. No Access Person shall engage in excessive trading or market timing activities with respect to any Affiliated Mutual Fund. For the purposes of the Code, "market timing" shall be defined as a purchase and redemption, regardless of size, of the same mutual fund within a sixty- (60) day period.

(m) Misuse of Non-Public Information. No Access Person shall divulge or act upon any material, non-public information, as such activity is defined under relevant securities laws and in the Company's Insider Trading Policy.

(a) Brokerage Statements: All Access Persons shall direct their broker/s to supply to the Company's Compliance Department, at the same time that they are sent to the Access Person, a copy of each periodic account statement for each of the Access Person's Personal Account.

(b) Submission of Quarterly Reports: In order for the Company to monitor compliance with the Code and to comply with Rule 204A-1 under the Advisers Act, every Access Person shall be required to report to the Company's Compliance Department the information described in Section 5(c) below.

(c) Every report required pursuant to Section 5(b) above shall be made no later than 15 days after the end of each calendar quarter and shall contain the following information:

(i) For each Security transaction, if any, executed during the quarter by an Access Person in the Access Person's Personal Account/s:

(A) The date of the transaction (either trade date or settlement date), the name of the Security, the symbol, the number of shares, the maturity date and/or the interest rate, if applicable, and the principal amount of each Security involved;

(B) The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition);

(C) The price of the Security at which the transaction was effected;

(D) The name of the broker, dealer or bank with or through whom the transaction was effected; and

(E) The name and account number of the Personal Account.

(ii) If the Access Person established a Personal Account during the quarter:

(A) The name of the broker, dealer, or bank with whom the Access Person established the account;

(B) The date the account was established; and

(C) The name and the account number of the Personal Account.

(iii) The date the report is submitted by the Access Person.

(d) No later than 10 days after becoming an Access Person, and annually thereafter on or before January 30 of each year, each Access Person must submit to the Company's Compliance Department a report of his or her personal securities holdings (the "Initial Holdings Report" and the "Annual Holdings Report", respectively), which must include the following information (Please note: the "Applicable Date" for the Initial Holdings Report is within 30 days from the date the person became an Access Person; the "Applicable Date" for the Annual Holdings Report must be a date no earlier than December 31 of the prior year):

(i) The title, number of shares and principal amount of each Security in which the Access Person had any direct or indirect beneficial ownership as of the Applicable Date;

(ii) The name of each broker, dealer or bank with whom the Access Person maintains a Personal Account in which each Security is held for the direct or indirect benefit of the Access Person as of the Applicable Date;

(iii) The name and account number of the Personal Account;

(iv) The location of the Security if not held with a broker, dealer or bank; and

(v) The date the report is submitted by the Access Person.

(e) Each Access Person shall receive a copy of the Code annually and anytime an amendment has taken place. Upon receipt, each Access Person is required to read and understand the requirements of the Code and then submit to the Company's Compliance Department, a certification stating that they have read and understand the Code. The certification must be submitted no later than 30 days from the date of receipt of the Code and any amendments thereto.

(h) Access Persons are required to immediately report any potential violation or violation of this Code of which he or she becomes aware, to the Chief Compliance Officer.

(i) The Company's Compliance Department will review all reports and other information submitted under this Section 5. This review will include: 1) an assessment of whether the Access Person followed the required procedures, 2) an assessment of whether

the Access Person has traded in the same securities as the Company's clients and if so, determining whether the client terms for the transactions were more favorable, (3 an assessment of any trading patterns that may indicate abuse, including market timing, and 4) performing any other assessment that may be necessary to determine whether there have been any violations of the Code.

If the Company's Compliance Department determines that a violation of the Code has or may have occurred, it shall submit a written determination and any additional explanatory material provided by the Access Person, to the Company's Chief Executive Officer, who shall make an independent determination of whether any violation has occurred. If it is determined by the Chief Executive Officer that a violation has occurred, the Chief Executive Officer may impose such sanctions as she deems appropriate, including, but not limited to dismissal from the Company, suspension of personal trading privileges for such period as may be deemed appropriate, and/or disgorging profits made by the violator.

The Chief Compliance Officer, in consultation with the Chief Executive Officer, may grant written exceptions to the provisions of the Code based on equitable considerations. The exceptions may be granted to individuals or classes of individuals with respect to particular transactions, classes of transactions or all transactions, and may apply to past as well as future transactions, provided, however, that no exception will be granted where the exceptions would result in a violation of Rule 204A-1 of the Advisers Act or any other Federal Securities Law. To the extent any such exception relates to an Access Person that is also deemed an Access Person of any mutual fund managed by Engemann, the exception will be reported to such mutual fund's Chief Compliance Officer.

The Code does not amend or supercede any other Code(s) of Ethics that may affect the duties and obligations of any person affected hereby.

The Company's Compliance Department will be responsible for maintaining the following records pertaining to the Code for a minimum of five years from the end of the fiscal year in which the report was obtained and/or in effect, the first two years in an appropriate office of the Company, with the exception of #3, which will be kept for five years after the individual ceases to be deemed an Access Person.

(1) A list of all of the Company's Access Persons, which will include every person who was deemed an Access Person at anytime within the past five years, even if they are no longer deemed as such.

(2) Copies of the Code and all amendments thereto.

(3) Copies of all the written acknowledgments required in 5(e) above submitted by each Access Person.

(4) A record of any violation of the Code and any action taken as a result of the violation.

(5) Copies of each report submitted by an Access Person required in 5(b) and (d) above.

(6) Copies of all brokerage statements submitted in accordance with 5(a) above.

(7) All Pre-Clearance decisions, and the reasons supporting the decision.

Dated: January 31, 2005

CODE OF ETHICS ACKNOWLEDGMENT

Name of Access Person:_________________________________________________

(Please print name)

I fully understand and hereby subscribe to, and acknowledge receipt of, this Code of Ethics dated January 31, 2005.

EXHIBIT p.5

CODE OF ETHICS
FOR
EMPLOYEES OF GOLDEN CAPITAL MANAGEMENT, LLC

CODE OF ETHICS
FOR
EMPLOYEES OF GOLDEN CAPITAL MANAGEMENT, LLC

o Code of Ethics
o Introduction
o Definitions
o Prohibited Transactions
o Pre-clearance of Securities Transactions
o Compliance Procedures for Code of Ethics
o Sanctions
o Exceptions
o Employee Annual Acknowledgement
o Personal Security Transaction Policy Summary
o Personal Securities Transactions Procedure
o Request for Personal Security Transaction Pre-Clearance
o Quarterly Personal Security Transaction Report
o Standard Letter - Duplicate Confirms
o Written Policy on Insider Trading Acknowledgement
o Agreement to Abide by Written Code of Ethics and Insider Policy

CODE OF ETHICS
FOR
EMPLOYEES OF GOLDEN CAPITAL MANAGEMENT, LLC

INTRODUCTION

This Code of Ethics has been adopted by Golden Capital Management, LLC ("GCM"), a registered investment adviser, in connection with various investment advisory services it provides to certain of the investment portfolios (each a "Client") of GCM. This Code contains standards and procedures intended to assure that Employees (as defined below) do not use any information concerning the investments or investment intentions of a Client, or their ability to influence such investment intentions, for personal gain or in a manner detrimental to the interests of the Clients. The Personal Security Transactions Procedure, and forms of a request for pre-clearance and reporting requirements are incorporated into this Code of Ethics and attached as Appendix A.

SECTION 1. DEFINITIONS

(a) "Employee" means any employee, director, or officer, of GCM.

(b) "being considered for purchase or sale" means, with respect to a security, when a recommendation to purchase or sell that security has been communicated and, with respect to the person making the recommendation, when that person seriously considers making the recommendation.

(c) "Security" shall mean a security as defined in Section 2(a)(36) of the Investment Company Act of 1940 (the "Act"); provided, however, that the term shall not include:

(i) direct obligations of the Government of the United States;

(ii) high quality short-term debt instruments, including, but not limited to, bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements covering any of the foregoing, and, other money market instruments as determined by GCM.

(iii) shares of registered open-end investment companies.

SECTION 2. PROHIBITED TRANSACTIONS

(a) Insider Trading Policy. (Section 204A) Employees are prohibited from trading in a security, on their behalf or for others, while in possession of material, nonpublic information ("insider trading"). Insider trading is a violation of the federal securities laws and may result in criminal and civil penalties for the Employee and the Firm. Tipping of material, nonpublic information is also prohibited.

The Firm considers information to be material if there is a substantial likelihood that a reasonable shareholder would consider it important in deciding how to act. Information is considered to be nonpublic when it has not been disseminated in a manner making it available to investors generally. Information becomes public once it is publicly disseminated; limited disclosure does not make the information public.

Any questions regarding the Firm's insider trading policy should be directed to Lynette Alexander. Ms. Alexander is responsible for monitoring employee compliance for the Firm.

(b) Securities Transactions. No Employee may execute any Security transaction in any account in which the Employee has any direct or indirect beneficial ownership unless the transaction has received Pre-Clearance pursuant to Section 3, below. Such transactions include, but are not limited to purchases or sales of Securities and private placements and purchases, sales and exercises of puts, calls and warrants.

(c) Undue Influence: Disclosure of Personal Interest. No Employee shall cause or attempt to cause any Client to purchase, sell, or hold any Security in a manner calculated to create any personal benefit to the Employee. No Employee shall recommend any Securities transactions for a Client without having disclosed his or her interest, if any, in such Securities or the issuer thereof, including, without limitation:

(i) his or her direct or indirect beneficial ownership of any Securities of such issuer;

(ii) any position with such issuer or its affiliates; and

(iii) any present or proposed business relationship between such issuer or its affiliates and the Employee or any party in which the Employee has a significant interest.

(d) Investment Opportunities. All Employees are expressly prohibited from taking personal advantage of any investment opportunity which is to the detriment of the Client.

(e) Confidentiality. Except as required in the normal course of carrying out an Employee's business responsibilities, Employees are prohibited from revealing information relating to the investment intentions or activities of any Client or Securities that are being considered for purchase or sale on behalf of any Client.

SECTION 3. PRE-CLEARANCE OF SECURITIES TRANSACTIONS

(a) Every Employee must obtain written pre-clearance from Ms. Alexander or her designee, for any securities transaction in which the Employee has a direct or indirect beneficial ownership. A form for the purpose of obtaining pre-clearance is included in Appendix A. Ms. Alexander must obtain pre-clearance for any securities transactions from Greg Golden, president of the Firm.

(b) Pre-Clearance is not required for any of the following transactions:

(i) purchases or sales for any account over which an Employee has no direct or indirect influence or control.;

(ii) purchases which are part of an automatic dividend reinvestment plan; or

(iii) purchases made in the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were initially acquired from the issues.

(c) A Prohibited Security is any Security that either:

(i) is being considered for purchase or sale for any Client;

(ii) is being purchased or sold for any Client; or

(iii) has been purchased or sold for any Client within the preceding 7 calendar days.

For the purposes of this section, a purchase and sale of a Security for a Client includes an initial and a final purchase and sale as well as any interim adjustments to a Client's position.

(d) Approval will be granted for transaction in a Prohibited Security which immediately follows the completion of all Client purchases and sales of that Security and is the same direction as the Client's transactions (i.e. a purchase which follows the completion of all Client purchases or a sale which follows the completion of all Client sales).

(e) Except as provided above, approval will not be granted for any transaction in a Prohibited Security. In addition, approval will not be granted for any transaction in any Security if that transaction:

(i) would result in the buying or selling of securities in competition with buy or sell orders of any Client, or operate to the detriment of a Client, including executing a securities transaction on a day during which a Client has a pending buy or sell order for that same Security;

(ii) would be for the purpose of, or result in, buying or selling securities to take advantage of recent or imminent trades by a Client;

(iii) would involve the Security of a company with respect to which the Employee has material non-public information;

(iv) would involve trading in options on any of the stocks held by or contemplated for a Client;

(v) would take place before a sufficient period of time has elapsed after a purchase or sale of the Security by a Client for the effects of the Client's transaction on the market price to dissipate (even though seven calendar days may have elapsed); or

(vi) would, in the case of Investment Personnel, involve the acquisition of a direct or indirect interest in any securities in an initial public offering.

(f) Pre-Clearance shall be effective for one business day following the day on which granted.

SECTION 4. COMPLIANCE PROCEDURES FOR THE CODE OF ETHICS

Ms. Alexander is responsible for monitoring Employee compliance with the Code of Ethics, insuring that all Employees comply with the Code, and enforcing the Code's requirements and prohibitions. Ms. Alexander will respond to any questions regarding the Code of Ethics.

(a) Personal Holdings Disclosure Requirement/Annual Certifications. Every Employee is required, upon his/her initial designation as an Employee to disclose all of his/her personal Securities holdings and accounts. On an annual basis, Ms. Alexander will distribute and subsequently obtain a certification from each Employee, as described in the Code of Ethics. If the Employee does not promptly deliver the requested certification, Ms. Alexander will notify one or more Managing Directors.

(b) Duplicate Trade Confirmation Requirement. Every Employee must direct his/her broker(s) to supply on a timely basis, duplicate copies of confirmations of all personal securities transactions and copies of periodic statements for all accounts in which the Employee has any beneficial ownership. Duplicate trade confirmations are not required with respect to transactions effected for any account over which the Employee does not have any direct or indirect influence or control.

(c) All reports are to be filed with Ms. Alexander or her designee. Forms of reports for compliance can be found in Appendix A.

(d) Reviewing Personal Securities Transactions. Ms. Alexander will, on at least a quarterly basis, compare Request for Personal Securities Transaction Forms with duplicate brokerage confirmations, quarterly/monthly brokerage account statements, and quarterly transaction reports to ensure that each Employee has requested and obtained approval for each personal securities transaction during the quarter. If Ms. Alexander does not receive confirmations or statements on a timely basis, or quarterly reports no later than the 10th day following the end of each calendar quarter, Ms. Alexander will contact the Employee(s) to request such document(s). If the Employee does not promptly deliver the requested document(s), Ms. Alexander will notify one or more Managing Directors.

(e) Requests for Personal Securities Transactions. Ms. Alexander will review all Request for Personal Securities Transaction Forms and determine whether to grant such requests. Before determining whether to grant a request, Ms. Alexander will obtain a report that shows whether one or more advisory clients own the security for which approval is sought. The report will also show the number of shares (or the principle amount, as applicable) owned by clients. Ms. Alexander will consider such report, and any other information Ms. Alexander believes is necessary or appropriate, in determining whether to grant a request. If an Employee seeks approval to acquire a privately placed security, Ms. Alexander will record, in writing, the reasons supporting any decision to approve the acquisition. The Firm will maintain such written records for at least five years after the end of the fiscal year in which the approval is granted.

SECTION 5. SANCTIONS

(a) Sanctions. If Ms. Alexander finds that an Employee has violated the Code of Ethics, Ms. Alexander will notify one or more Managing Directors. The Managing Directors will determine and impose appropriate disciplinary action, which may include a warning, disgorgement of profits made or losses avoided, and/or dismissal.

SECTION 6. EXCEPTIONS

The Managing Directors, or their designee may grant exceptions to the policies contained in the Code in appropriate circumstances.

I __________________________________, an employee of Golden Capital Management, LLC acknowledge receipt and review of the Code of Ethics and the forms incorporated in Appendix A.

NAME ____________________________________________________________ TITLE ____________________________________________________________ TELEPHONE ____________________________________________________________

PERSONAL HOLDINGS DISCLOSURE

[ ] DUPLICATE ACCOUNT STATEMENTS FOR ALL PERSONAL ACCOUNTS ARE AUTOMATICALLY
MAILED TO GCM - COMPLIANCE. THE REPORTS IDENTIFY EVERY SECURITY, AS DEFINED IN SECTION 1(c) OF THE GOLDEN CAPITAL MANAGEMENT, L.L.C. CODE OF ETHICS, THAT I HAVE ANY BENEFICIAL OWNERSHIP AND INCLUDE EVERY PERSONAL SECURITIES ACCOUNT.

[ ] HAVE ATTACHED A REPORT THAT IDENTIFIES EVERY SECURITY, AS DEFINED IN
SECTION 1(c) OF THE GOLDEN CAPITAL MANAGEMENT, L.L.C. CODE OF ETHICS, THAT I HAVE ANY BENEFICIAL OWNERSHIP AND EVERY PERSONAL SECURITIES ACCOUNT.

[ ] HAVE NO SECURITIES OR HOLD ONLY SECURITIES IDENTIFIED AS EXEMPT IN SECTION
1(c) OF THE GOLDEN CAPITAL MANAGEMENT, L.L.C. CODE OF ETHICS.

I HEREBY CERTIFY THAT THE INFORMATION PROVIDED HEREIN IS COMPLETE AND ACCURATE. I also acknowledge that I have received, reviewed, and understand the Golden Capital Management, L.L.C. Code of Ethics and its subsidiaries, and have complied with all of their requirements.

SUMMARY

Employees may not engage in any Personal Security Transaction that would either create a conflict of interest with, be detrimental to, or take an investment opportunity away from a Client. Employees are referred to the Code of Ethics for Employees (the "Code") for the complete policy.

STANDARDS

PRE-CLEARANCE OF SECURITIES TRANSACTIONS

Every Employee must obtain prior written approval from Ms. Lynette Alexander (responsible for monitoring the Firm's compliance) or her designee for any security transaction except those specifically exempted by the Code. The Request for Personal Security Transaction Pre-Clearance form is available for purposes of compliance with this policy. Except for the purchase or sale of a Prohibited Security, which immediately follows the completion of all purchases or sales of that security, and is the same direction as the Client's transactions, no transaction in a security included on the Prohibited Security list will be approved.

REPORTING REQUIREMENTS

Employees must, upon his/her designation, and at least annually thereafter, disclose all of his/her personal securities holdings and accounts. Employees must direct his/her brokers(s) to supply, on a timely basis, duplicate copies of confirmations of all personal securities transactions and copies of periodic statements for all accounts in which Employee has any beneficial ownership.

SANCTIONS

Employees who violate the Code will be subject to disciplinary action, which could include disgorgement of profits made, or losses avoided, and/or dismissal.

EXCEPTIONS

The Managing Directors of Golden Capital Management, L.L.C., or their designee may grant exceptions to this policy in the appropriate circumstances

In every case, the application of this procedure is governed by the Code of Ethics for Employees (the "Code").

Employees wishing to execute a personal trade are required to request pre-clearance using the "Request for Personal Security Transaction Pre-Clearance" form. This form includes:

o A summary of the policy;
o A place to provide a description of the transaction for which pre-clearance is sought;
o Certifications as to compliance with the Golden Capital Management L.L.C. policies; and
o Signatures of both the Employee and Ms. Alexander or her designee.

After reading the summary, completing and signing the form, the Employee will submit the form to Ms. Alexander. If Ms. Alexander is not available for pre-clearance, she is responsible for designating a replacement and informing Employee of the replacement. Ms. Alexander, or other designated individual, none of whom may have a direct or indirect personal interest in the transaction being reviewed, will confer with the appropriate Client Manager(s) to determine if the Security is a Prohibited Security. Ms. Alexander or her designee will complete the "Trade Approval" section of the form. If the trade is approved, the transaction may be executed. A copy of the form must be retained by the Employee and filed with Ms. Alexander, regardless of trade approval or disapproval. Exceptions must be examined and approved by the Managing Directors of Golden Capital Management L.L.C., or their designee, on a case by case basis. Ms. Alexander will obtain the approval of Greg Golden, president of the Firm.

Upon the request of Ms. Alexander, the Client Manager will identify a PROHIBITED SECURITY with respect to the Client they manage. A Prohibited Security is a Security that either:

o Has been purchased or sold within the past seven calendar days; or
o Is being considered for purchase or sale.

DATE AND TIME:                     TRANSACTION TYPE:

REQUESTED BY:                      SECURITY:

TITLE:                             SECURITY TYPE:

TELEPHONE:                         CUSIP:

                                   # OF UNITS:
      --------------------------------------------------------------------

IN REQUESTING PRE-CLEARANCE FOR THE ABOVE TRANSACTION, I CERTIFY THAT:

o I HAVE READ AND AGREE TO BE BOUND BY THE GOLDEN CAPITAL MANAGEMENT, L.L.C. CODE OF ETHICS AND INSIDER TRADING POLICY. THIS PROPOSED TRANSACTION WOULD NOT VIOLATE ANY OF THE ABOVE.
o THIS TRADE WILL NOT COMPETE WITH AND IS NOT IN CONFLICT WITH ANY RECENT OR IMMINENT SECURITY TRADE OF A CLIENT FOR WHICH I AM AN EMPLOYEE.
o I HAVE NO KNOWLEDGE THAT THIS SECURITY IS CURRENTLY BEING CONSIDERED FOR PURCHASE OR SALE BY A CLIENT.
o THIS TRADE IS NOT BEING CONTEMPLATED FOR THE PURPOSE OF RECEIVING PERSONAL FINANCIAL GAIN IN CONNECTION WITH ANY RECENT OR IMMINENT SECURITY TRADE OF A CLIENT.

____________________________            ____________________________
SIGNED                                  SIGNED

____________________________            ____________________________
DATE AND TIME                           DATE AND TIME

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

INSTRUCTIONS FOR COMPLETION OF FORM:

o COMPLETE ALL BOXES AND SIGN FORM. USE A SEPARATE FORM FOR EACH SECURITY.
o LYNETTE ALEXANDER (COMPLIANCE MONITOR), OR IN HER ABSENCE, HER DESIGNEE WILL COMPLETE THE TRADE APPROVAL PORTION OF THE FORM.
o MS. ALEXANDER WILL MAINTAIN THE ORIGINAL FORM, AND A COPY OF THIS FORM SHOULD BE RETAINED BY THE ACCESS PERSON.
o TRADE MUST BE COMPLETED WITHIN ONE BUSINESS DAY OF APPROVAL, OF RE-APPROVAL MUST BE OBTAINED.

THE MANAGING DIRECTORS, OR THEIR DESIGNEE MAY GRANT EXCEPTIONS TO THE
POLICIES CONTAINED IN THE CODE IN APPROPRIATE CIRCUMSTANCES.

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Policy                                            Signed:
Statement:                                        ______________________________
     This form is required by
     the SEC for the employees
     of Golden Capital
     Management as described in the
     Investment Advisors Act of 1940.           Date: _________________________
     It must be completed within
     10 days of the end of each
     calendar quarter.

     Listed above is record of
     every transaction for qualifying
     securities affected in accounts
     where the Employee has direct
     or indirect beneficial control
     FOR WHICH DUPLICATE CONFIRMS HAVE
     NOT BEEN SENT to Lynette Alexander
     (compliance monitor).

December 1, 2000

Dear:

I am an employee of Golden Capital Management, LLC, which is an investment advisory firm. Golden Capital Management is not a broker / dealer. My firm is requesting information regarding my accounts to comply with SEC regulations and the firm's code of ethics. Please accept this letter as authorization to send all trade confirmations and MONTHLY STATEMENTS to the following address for the accounts listed below.

Golden Capital Management, LLC
Attn: Compliance
10715 David Taylor Drive, Suite 150
Charlotte, NC 28262

The account name and numbers are as follows:

Your cooperation and prompt attention to this matter is greatly appreciated. Please do not hesitate to contact me if you require additional information.

Sincerely,

AGREEMENT TO ABIDE BY WRITTEN POLICY
ON INSIDER TRADING

The Company forbids any officer, director, employee, investment advisory representative, or other associated persons from trading, either personally or on behalf of others, on material non-public information or communicating material non-public information to others in violation of the Insider Trading and Securities Fraud Enforcement Act of 1988. This conduct is frequently referred to as "insider trading." This policy applies to every officer, director, employee, investment advisory representative and other associated persons and extends to activities within and outside their duties at the Company. The "Agreement to Abide by the Written Policy of the Company on Insider Trading" must be read and signed by all officers, directors, employees, investment advisory representatives and other associated persons. Any questions regarding this policy should be referred to the Company's compliance monitor, Lynette Alexander.

The term "insider trading" is not clearly defined in federal or state securities laws, but generally is used to refer to the use of material non-public information to trade in securities (whether or not one is an "insider") or to communications of material non-public information to others.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

o Trading by an insider on the basis of material non-public information;

o Trading by a non-insider on the basis of material non-public information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated; or,

o Communicating material non-public information to others.

The elements of insider trading and penalties for such unlawful conduct are discussed below. If, after reviewing this policy statement, you have any questions you should consult the Company's compliance monitor, Lynette Alexander.

The term `insider" is broadly defined. It includes officers, directors and employees of a company. In addition, a person can be a "temporary insider" if they enter into a special confidential relationship in the conduct of a company's affairs and, as a result, are given access to information solely for the company's purposes. A temporary insider can include, among others, a company's attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In

addition, our Company may become a temporary insider of a client company it advises or for which it performs other services. If a client company expects our Company to keep the disclosed non-public information confidential and the relationship implies such a duty, than our Company will be considered an insider.

Trading on insider information is not a basis for liability unless the information is material. "Material information" generally is defined as information that a reasonable investor would most likely consider important in making their investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's securities, regardless of whether the information is related directly to the company's business. Information that officers, directors, employees, investment advisory representatives and other associated persons should consider material includes, but is not limited to: dividend changes; earnings estimates; changes in previously released earnings estimates; significant merger or acquisition proposals or agreements; major litigation; liquidation problems; and, extraordinary management developments.

Information is non-public until it has been effectively communicated to the marketplace. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public information.

Penalties for trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties described below even if they do not personally benefit from the activities surrounding the violation. Penalties include: civil injunctions; treble damages; disgorgement of profits; jail sentences; fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and, fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided. In addition, any violation of this policy statement can be expected to result in serious sanctions by the Company, including dismissal of the persons involved.

The following procedures have been established to aid the officers, directors, employees, investment advisory representatives and other associated persons of the

Company in avoiding insider trading. Failure to follow these procedures may result in dismissal, regulatory sanctions and criminal penalties.

A. IDENTIFY INSIDER INFORMATION

Before trading or making investment recommendations for yourself or others, including investment companies or private accounts managed by the Company, or in the securities of a company about which you may have potential insider information, ask yourself the following questions:

1. Is the information material? Is this information that an investor would consider important in making an investment decision? Is this information that would substantially effect the market price of the securities if generally disclosed?

2. Is the information non-public? To whom has this information been provided? Has the information been effectively communicated to the market place by being published in publications of general circulation?

B. If, after consideration of the above, the information is material and non-public, or if further questions arise as to whether the information is material and non-public, the following procedures shall be followed:

1. Report the matter immediately to Ms. Alexander. (In this and all other matters, Ms. Alexander will report all insider trading matters that she originates to Greg Golden, president of the Firm.)

2. Do not purchase, sell or recommend securities on behalf of yourself or others, including accounts managed by the Company.

3. Do not communicate the information inside or outside the Company other than to Ms. Alexander.

4. After the Ms. Alexander has reviewed the issue, you will be instructed as to the proper course of action to take.

C. PERSONAL SECURITIES TRADING

1. All officers, directors, employees, investment advisory

representatives and other associated persons of the Company are required to submit a report to the Company of every securities transaction in which they, their families (including spouse, minor children and adults living in the same household), and any trust of which they are trustees or in which they have a beneficial interest or are parties, within ten (10) days after the end of the calendar quarter in which the transactions were effected. This report shall include the names of the securities, dates of the transactions, quantities, prices and broker/dealer or other entity through which the transactions were effected. This requirement may be satisfied by submitting copies of confirmations or account statements accompanied by a signed and dated notice of submission.

2. Any transactions by an officer, director, employee, investment advisory representative and other associated persons (including their related parties) through a broker/dealer, investment advisory firm or clearing firm, other than the Company, shall be reported to the Company within ten (10) days after such transactions are effected and such report shall include the names of the securities, dates of the transactions, quantities, prices and broker/dealer or other entity through which the transactions were effected. This requirement may be satisfied by submission of duplicate confirmations accompanied by a signed and dated notice of submission.

D. RESTRICTING ACCESS TO MATERIAL NON-PUBLIC INFORMATION

Information in your possession that you identify as material and non-public may not be communicated to anyone, including persons within the Company except as provided in paragraph 1 above. In addition, care should be taken so that such information is secure. For example, files containing material non-public information should be sealed.

E. RESOLVING ISSUES CONCERNING INSIDER TRADING

If, after consideration of the items set forth in paragraph 1, doubt remains as to whether information is material or non-public, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, it must be discussed with Ms. Alexander before trading or communicating the information to anyone.

F. ACKNOWLEDGMENT

By affixing my signature below, I acknowledge that I have read and understood the foregoing policies and will comply in all respects with such policies.

AGREEMENT TO ABIDE BY WRITTEN CODE OF ETHICS AND INSIDER POLICY

This agreement is entered into by and between GOLDEN CAPITAL MANAGEMENT, LLC (the "Company") and the employee whose signature is represented below (the "Employee").

By signing this agreement, the Employee acknowledges that:

1. He or she has received a copy of the Company's Code of Ethics and the Company's Policy of Insider Trading;

2. He or she has read and understands the information contained in both documents; and,

3. He or she will abide by all rules, policies and procedures as described therein.

EXHIBIT p.6

HARRIS TRUST AND SAVINGS BANK

HARRIS INVESTMENT MANAGEMENT, INC.

HIM MONEGY, INC.

STATEMENT OF PRINCIPLES AND
CODE OF ETHICS FOR
INVESTMENT ADVISORY AND
MUTUAL FUND MANAGEMENT PERSONNEL

CONTENTS

HARRIS TRUST AND SAVINGS BANK

HARRIS INVESTMENT MANAGEMENT, INC.

HIM MONEGY, INC.

STATEMENT OF PRINCIPLES AND
CODE OF ETHICS FOR
INVESTMENT ADVISORY AND
MUTUAL FUND MANAGEMENT PERSONNEL

STATEMENT OF PRINCIPLES........................................................1
    Introduction...............................................................1
    Confidential Information...................................................1
    Inside Information.........................................................2
       Definition of Insider Trading...........................................2
       Harris Policy...........................................................3
CODE OF ETHICS.................................................................4
    Definitions................................................................4
       Covered Person..........................................................4
          Access Persons.......................................................4
          Advisory Person......................................................4
       Investment Personnel....................................................5
       Fund Investing Personnel................................................6
       Covered Security........................................................6
       Security Held or to be Acquired.........................................7
       Automatic Investment Plan...............................................7
       Beneficial Ownership...................................................24
       Immediate Family Member................................................24
    Unlawful Actions...........................................................7
    Restrictions on Activities.................................................8
       Blackout Periods........................................................8
       Interested Transactions.................................................9
       Initial Public Offerings................................................9
       Private Placements.....................................................10
       Short-Term Trading Profits.............................................10
       Gifts..................................................................11
       Service as a Director..................................................11
    Exempt Transactions.......................................................11
    Compliance Procedures.....................................................12
       Execution of personal securities transactions..........................12
       Pre-clearance..........................................................13
       Transaction Reports....................................................14
       Disclosure of Personal Holdings........................................15
    Exceptions from Reporting Requirements....................................16
    Delivery of Code and Certification of Compliance..........................17
    Reports to Board..........................................................17

    Review by the Board.......................................................18
    Review Procedures.........................................................18
    Sanctions.................................................................18
    Recordkeeping.............................................................19
    Confidentiality...........................................................19
    Whistleblowing............................................................20
    Other Laws, Rule and Statements of Policy.................................20
    Further Information.......................................................20
Attachment A-1................................................................21
Attachment A-2................................................................22
Attachment B..................................................................23

HARRIS TRUST AND SAVINGS BANK

HARRIS INVESTMENT MANAGEMENT, INC.

HIM MONEGY, INC.

STATEMENT OF PRINCIPLES AND
CODE OF ETHICS FOR
INVESTMENT ADVISORY AND
MUTUAL FUND MANAGEMENT PERSONNEL

STATEMENT OF PRINCIPLES

This Statement of Principles and Code of Ethics ("Code") establishes rules of conduct for "Covered Persons" and "Investment Personnel" (as defined in Sections I.A and I.B, below) employed by Harris Trust and Savings Bank ("Bank"), HIM Monegy, Inc. ("Monegy"), or Harris Investment Management, Inc. ("HIM"; HIM, Monegy, and the Bank are referred to together as "Harris"), respectively the administrator and transfer agent for, an investment sub-adviser to, and the adviser to Harris Insight Funds Trust (the "Funds", each portfolio of which is a "Fund"), and is designed to govern the personal securities activities of Covered Persons. In general, in connection with personal securities transactions, Covered Persons should (1) always place the interests of the Funds and their shareholders first; (2) ensure that all personal securities transactions are conducted in a manner consistent with this Code and in such manner as to avoid any actual or potential conflict of interest or any abuse of a Covered Person's position of trust and responsibility; and (3) not take inappropriate advantage of their positions.

In the course of their employment with Harris, employees, in their capacities as investment personnel, administrators, and/or officers, will learn confidential information concerning Harris, the Funds, and various other matters. "Confidential information" means, until such information has been publicly disseminated (through the media or public records, by sale to clients, or through any other means of external communication) all information not publicly available and includes, but is not limited to, the composition of individual fund and client portfolios; fund and client financial information; corporate financial activity; client lists; securities candidate and working lists; investment models, methods, processes,

and formulae; and certain records, procedures, systems, pending research recommendations, software and other proprietary information.

It is crucial that all personnel realize that the proper treatment of confidential information is a key aspect of preserving the integrity of Harris' advisory function. Accordingly, and in addition to any other restrictions and requirements imposed by Harris, Covered Persons shall not (i) disclose, directly or indirectly, any confidential information to anyone other than personnel and authorized professional advisers such as our attorneys and accountants who need such information in order to discharge their professional duties, or (ii) use, directly or indirectly, any confidential information for their personal benefit,
e.g., front-running client transactions. Furthermore, given the importance of confidentiality to Harris' business, each Covered Person should refrain from discussing Harris' business, investments, and client relationships and any matters relating to investments for or by the Funds unless such Covered Person is absolutely certain that the matter is not covered by any confidentiality requirements. All Covered Persons should understand that any breach of the above confidentiality requirements contained in these policies and procedures will result in disciplinary action against the employee and may constitute a violation of federal laws.

Insider trading is prohibited by the federal securities laws, including the Securities Exchange Act of 1934 (the "1934 Act") and the Insider Trading and Securities Fraud Enforcement Act of 1988 ("ITSFEA"), which is specifically applicable to investment advisers and broker/dealers and is otherwise applicable to any entity with access to inside information relating to public companies. Such organizations have an affirmative statutory obligation to establish and enforce written policies and procedures that are reasonably designated to prevent the misuse of inside information. Substantial criminal and civil penalties can be imposed for failing to meet these new standards.*

While there is no single precise definition of insider trading, the term is generally understood to mean the purchase or sale of securities while in possession of material, non-public information (i.e., information not available to the general public that would be important to an investor in making a decision to buy or sell a security). Insider trading also includes making such information available ("tipping") to others who may trade based

on that information; the laws governing insider trading by an employee who has such information cover trades made not only for the employee's own account but for the account(s) of any family member of the employee (including spouse, minor children, and adults living in the same household), accounts under the control of the employee or any family member, and accounts including trusts in which the employee or any family member has any Beneficial Ownership interest (as further defined in Attachment B). Obviously, these descriptions do not catalogue the many different types of information that can be construed as material and nonpublic. Rather than attempting to make such determinations on their own, employees who receive nonpublic, important information should immediately seek the advice of a Designated Supervisory Person (as defined in
Section V.B.1 below).

It is Harris' policy to comply fully with all federal and state laws and regulations, including specifically the federal securities laws,+ and that policy applies to all employees and directors of Harris. Consistent with these historic policies and practices, Harris intends to monitor the activities of all of its employees to prevent the misuse of inside information. IN FURTHERANCE OF THAT AIM, HARRIS HAS IMPLEMENTED AND WILL STRICTLY ENFORCE THE FOLLOWING POLICIES AND PROCEDURES DESIGNED BOTH TO MEET OBLIGATIONS UNDER THE 1934 ACT AND UNDER ITSFEA, AND TO REINFORCE HISTORIC POLICIES REGARDING THE USE OF CONFIDENTIAL OR INSIDE INFORMATION. In order to comply fully with the requirements of the applicable securities laws, it is imperative that each employee carefully read, understand, and act in conformity with the policies and procedures outlined below. Employees should also be familiar and comply with the provisions of all applicable BMO FINANCIAL GROUP (BANK OF MONTREAL) AND HARRIS FINANCIAL CORP. CORPORATE POLICIES, the HARRIS BANK TRUST, CUSTODY AND INVESTMENT MANAGEMENT DIRECTIVES MANUAL, and the CODE OF ETHICS AND STANDARDS OF PROFESSIONAL CONDUCT OF THE CFA INSTITUTE (formerly, Association for Investment Management and Research). AS REQUIRED BY BMO FINANCIAL GROUP POLICY (CP 0602-03), EACH OFFICER AND EMPLOYEE IS RESPONSIBLE FOR PERSONAL COMPLIANCE WITH OUR FIRST PRINCIPLES AND CODE OF BUSINESS CONDUCT.

CODE OF ETHICS

I. Definitions

A. For purposes of this Code--

1. "Covered Person" shall include:

a. "Access Persons" of the Funds or of Harris, which means any trustee or officer of the Funds (other than a trustee who is not an affiliated person of Harris), and any director, officer, or Advisory Person of Harris who, with respect to any Fund or to any accounts of clients of The Private Bank ("PB"), Monegy, or HIM, (i) makes any recommendation, participates in the determination of which recommendation will be made, or whose principal function or duties relate to the determination of which recommendation will be made; or (ii) in connection with his or her duties, obtains any non-public information concerning recommendations or transactions in Covered Securities being made for or by any Fund or any accounts of clients of PB, Monegy or HIM.

b. "Access Persons" of HIM and Monegy, which means any director, officer, or Advisory Person of HIM or Monegy, respectively.

c. As used in the preceding paragraphs, the term "Advisory Person" means--

(i) any trustee, director, officer or employee of the Funds (other than a trustee who is not an affiliated person of Harris), the Bank,++ Monegy, or HIM, respectively, (or of any company in a control relationship to the Bank, Monegy, or HIM) who, in connection with his or her regular functions or duties, makes any recommendation, participates in, or obtains information regarding ((alpha)) the purchase or sale of Covered Securities by a Fund or by any accounts of clients of PB, Monegy, or HIM, or ((beta)) the portfolio holdings of any Fund, or whose functions relate to the making of any recommendations with respect to the purchases or sales, including (w) the person or persons with the direct responsibility and authority to make investment decisions affecting any portfolio of the Funds or accounts managed within PB, Monegy, or HIM (together, "Portfolio Managers"), (x) analysts, (y) traders,

and (z) support staff working directly with Portfolio Managers and analysts, and employees who work on Funds-related or PB, Monegy, or HIM investment-related accounting matters; and

(ii) Any natural person in a control relationship to the Bank, Monegy, or HIM who obtains information concerning recommendations made to the Funds or to any accounts of clients of PB, Monegy, or HIM with regard to the purchase or sale of Covered Securities by the Funds or by any accounts of clients of PB, Monegy, or HIM.

A list of all Covered Persons as of the date of adoption of this Code is attached as Attachments A-1 and A-2, which attachments shall be updated at least annually by the Bank, Monegy, and HIM.

2. For purposes of this Code, a "Covered Person" does not include any person who is subject to the securities transaction pre-clearance requirements and securities transaction reporting requirements of the codes of ethics adopted by (a) the Board of Trustees of the Funds, (b) any Fund's investment adviser or sub-adviser other than HIM or Monegy, or (c) the Funds' principal underwriter in compliance with Rule 17j-1 of the 1940 Act ("Rule 17j-1") and Rule 204A-1 of the Investment Advisers Act of 1940 ("Advisers Act") or Section 15(f) of the 1934 Act, as applicable.

3. For purposes of this Code, a person who normally assists in the preparation of public reports or who receives public reports but who receives no information about current recommendations or trading or who obtains knowledge of current recommendations or trading activity once or infrequently or inadvertently shall not be deemed to be a Covered Person.

B. For purposes of this Code, "Investment Personnel" shall mean--

1. any employee of the Funds, the Bank, HIM, or Monegy,

respectively, (or of any company in a control relationship to the Bank, HIM, or Monegy) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by a Fund or by any accounts of clients of PB, HIM, or Monegy, including (a) the person or persons with the direct responsibility and authority to make investment decisions affecting any portfolio of the Funds or accounts managed within PB, HIM, or Monegy (together, "Portfolio Managers"), (b) analysts, (c) traders, and (d) support staff working directly with Portfolio Managers and analysts, and employees who work on

Funds-related or PB, HIM, or Monegy investment-related accounting matters; and

2. Any natural person who controls the Bank, HIM, or Monegy and who obtains information concerning recommendations made to the Funds or to any accounts of clients of PB, HIM, or Monegy regarding the purchase or sale of securities by the Funds or by any accounts of clients of PB, HIM, or Monegy.

C. For purposes of this Code, "Fund Investing Personnel" means all officers and employees of HIM, HIM Monegy, and the Bank's Investment Products Group, including all Covered Persons and Investment Personnel whose work relates to the Funds.

D. For purposes of this Code, "Covered Security" means any stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security," or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. The "purchase or sale of a Covered Security" includes, among other things, the writing of an option to purchase or sell a Covered Security. "Covered Securities" shall not, however, include the following instruments, transactions in which are not subject to the pre-clearance, blackout, or reporting provisions of this Code:

1. direct obligations of the Government of the United States;

2. bankers' acceptances;

3. bank certificates of deposit;

4. high-quality short-term debt instruments, including repurchase agreements;

5. commercial paper;

6. shares of a money- market fund

7. shares of registered open-end investment companies, other than shares of the Funds;

8. options on a securities index;

9. exchange-traded synthetic index securities or funds (ETFs),
e.g., SPDRs, WEBs, etc., and

10. shares of unit investment trusts that invest exclusively in one or more open-end investment companies other than the Funds.

E. For purposes of this Code, a "Security Held or to be Acquired" by a Fund means-

1. Any Covered Security which, within the most recent 15 days,

(a) Is or has been held by the Fund; or

(b) Is being or has been considered by the Fund or its investment adviser for purchase by the Fund; and

2. Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in paragraph (D)(1).

F. As used in this Code, the terms "Beneficial Ownership" and "Immediate Family" shall have the meanings given in Attachment B.

G. As used in this Code, the term "Automatic Investment Plan" means a program, including a dividend reinvestment plan, in which regular periodic investments or withdrawals are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation.

It is unlawful for any affiliated person of any Fund, or any affiliated person of an investment adviser for any Fund, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by the Fund:

A. To employ any device, scheme or artifice to defraud the Fund;

B. To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

C. To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

D. To engage in any manipulative practice with respect to the Fund.

1. No Covered Person shall purchase or sell, directly or indirectly, any security in which he or she has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership (including, generally, accounts of Immediate Family Members) (a) on a day during which a Fund or specific client account has a pending "buy" or "sell" order in that same security until that order is executed or withdrawn or (b) when a Designated Supervisory Person (as defined in Section V.B.1, below) has been advised (i) by the Funds' investment adviser or investment sub-adviser that the same security is being actively considered for purchase or sale for any Fund or (ii) that the same security is being actively considered for purchase or sale for any specific client account. A purchase or sale of a security is being "actively considered" when a recommendation to purchase or sell has been made for a Fund or specific client account and is pending.

2. No Portfolio Manager, with regard to any security under consideration for a Fund or specific client account, or analyst, with regard to any security followed by him or her, who knows or who has reason to know such security is under consideration for purchase or sale in a Fund or specific client account, shall purchase or sell, directly or indirectly, any security in which he or she has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership (including, generally, accounts of Immediate Family Members) (a) from the time of dissemination of the output of any investment model until the time of publication of the final list of pending transactions based upon the investment model and (b) from the time of publication of the final list of pending transactions based upon the investment model until seven calendar days after a Fund or specific client account has completed its transaction(s) in that security.

3. No analyst or member of his/her household, with regard to any security the analyst follows, shall, without the approval of the Designated Supervisory Person, purchase or sell any security within thirty calendar days before or seven calendar days after the analyst issues or publishes an update of any research notes, current comments, ratings changes, etc., concerning that security. No analyst or member of his/her household may purchase or sell a security in a manner inconsistent with the recommendations made by the analyst in his/her most recent research report.[s.s.]

No Covered Person shall recommend any securities transactions by the Funds without having disclosed his or her interest, if any, in such securities or the issuer thereof, including without limitation:

1. Any direct or indirect Beneficial Ownership (including, generally, accounts of Immediate Family Members) of any securities of such issuer;

2. Any contemplated transaction by such person in such securities;

3. Any position with such issuer or its affiliates; and

4. Any present or proposed business relationship between such issuer or its affiliates and such person or any party in which such person has a significant interest.

A Covered Person may acquire securities in an initial public offering for his or her personal account, provided that (1) such transaction otherwise complies with all other provisions of this Code, NASD Rule 2790 (formerly, the Free-Riding and Withholding Interpretation), and other applicable laws and regulations; (2) the Covered Person has no responsibility for (a) any Fund or (b) any PB, HIM, or Monegy client account that is authorized to invest in initial public offerings; and (3) the Covered Person has submitted for review by and obtained the prior approval of a Designated Supervisory Person who has been provided by such Covered Person with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Cov-

ered Person's activities on behalf of the Funds or any PB, HIM, or Monegy client account) and has concluded after consultation with other Harris investment advisory personnel that the Funds or PB, HIM, or Monegy client accounts have no foreseeable interest in purchasing such securities. In accordance with NASD Conduct Rule 2711 and NYSE Rule 472, no analyst or member of his/her household may purchase or receive pre-IPO securities from a company engaged in the industry that he/she covers.

No Covered Person shall acquire, directly or indirectly, Beneficial Ownership of any securities in a private placement without the review and prior approval of a Designated Supervisory Person who has been provided by such Covered Person with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Covered Person's activities on behalf of the Funds) and has concluded after consultation with other Harris investment advisory personnel that the Funds have no foreseeable interest in purchasing such securities.

No Covered Person shall profit within a sixty- (60-) day calendar period from the purchase and sale, or sale and purchase, of the same (or equivalent) securities of which such Covered Person has Beneficial Ownership if such securities are on any Harris-approved Working List** or are being actively considered for addition to or deletion from any Working List. A security is being "actively considered" when a recommendation to add the security to or delete it from any Working List has been made and is pending decision. Any profit so realized shall, unless the Funds' Board(s) approves otherwise, be paid over to the Funds or to a charitable organization of the Covered Person's choosing. Notwithstanding the foregoing and provided that at least two Designated Supervisory Persons approve any exception granted pursuant to this paragraph, a Covered Person may be permitted to retain profits that result from a purchase or sale that occurs as a consequence of circumstances not foreseen at the time of the initial sale or purchase transaction, e.g., a "sale" pursuant to a tender offer for securities purchased without knowledge of the impending tender offer within 60 days of the required tender date. The provisions of this Section shall not apply to transactions effected to close out a pre-existing hedge position within 60 days of the date on which such position was established.

No Covered Person shall receive any gift or other things of more than de minimis value from any person or entity that does or seeks to do business with or on behalf of the Funds. Gifts of more than de minimis value(i.e., in excess of $100) must be either returned to the donor or paid for by the recipient. This prohibition does not apply to an occasional meal or ticket to a theater, entertainment, or sporting event that is an incidental part of a meeting that has a clear business purpose.

No Covered Person, other than an individual who is a Covered Person solely because such individual is a member of the board of directors of HIM, shall serve on the board of directors of any publicly traded company without prior written authorization from a committee comprised of all Designated Supervisory Persons, an Executive Vice President or a Senior Vice President of the Bank, and a senior manager of the Funds' portfolio management agent (the "Compliance Committee") based upon a determination that such board service would be consistent with the interests of the Funds and their shareholders.

In instances in which such service is authorized, the Covered Person shall not participate in making investment decisions relating to the securities of the company on whose board he or she sits through the implementation of appropriate "Chinese Wall" procedures established by the Compliance Committee.

The prohibitions described in paragraphs (A) and (E) of Section III shall not apply to:

A. Purchases or sales effected in any account over which the Covered Person has no direct or indirect influence or control;

B. Securities which the Funds or other client accounts are not permitted to purchase or sell under the investment objectives and policies set forth in the Funds' then current prospectuses, under the Securities Act of 1933, or the Funds' registration statement on Form N-1A.

C. Purchases or sales over which neither the Covered Person nor the Funds have control;

D. Purchases that are part of an automatic dividend reinvestment plan;

E. Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from the issuer, and sales of such rights so acquired;

F. Cumulative purchases or sales within a seven-day period of up to 200 shares of securities issued by any company with a market capitalization in excess of $1 billion; or

G. Subject to the advance approval by a Designated Supervisory Person, purchases or sales which are permissible in the opinion of a Designated Supervisory Person because such purchases or sales would be unlikely to affect a highly institutional market, or because such purchases or sales are clearly not related economically to the securities held, purchased or sold by the Funds.

A. Execution of personal securities transactions.

1. All personal securities transactions of Covered Persons, including, generally, accounts of Immediate Family Members and other accounts in which a Covered Person has a Beneficial Ownership interest, must be conducted through brokerage accounts that have been identified to a Designated Supervisory Person, and any account in which any Covered Person has a Beneficial Ownership interest shall be so identified. Each such brokerage account must be set up to deliver duplicate copies of all confirmations and statements to a Designated Supervisory Person. No exceptions will be made to this policy.

2. All purchase, redemption, and exchange transactions by all officers and employees of HIM, HIM Monegy, and Harris Bank's Investment Products Group, Personal Trust Department, and Private Bank unit, including Covered Persons and Investment Personnel (together, "Fund Investing Personnel") (including transactions by or for the benefit of any of their Immediate Family Members with whom they share the same household or for accounts as to which such officer or employee has Beneficial Ownership) in shares of any of the Funds shall be placed through (i) Harrisdirect LLC, (ii) an account with a broker/dealer other than Harrisdirect LLC that has been identified to and approved by a Designated Supervisory Person, or (iii) an account with the transfer agent for the Funds, for all of which above-described accounts copies of all confirmations shall be provided to the Designated Supervisory Person. Fund shares

held through a qualified employee benefit plan, deferred compensation plan, or similar account required to be maintained by a third-party administrator are exempt from the broker-specification requirement set forth in this paragraph, but remain subject to the duplicate confirmation requirement. ["Transactions of Fund Investing Personnel" include transactions by or for the benefit of any of their Immediate Family Members or for accounts as to which such officer or employee has Beneficial Ownership.]

B. Pre-clearance

1. A Covered Person and, generally, an Immediate Family Member of a Covered Person with whom they share the same household may, directly or indirectly, acquire or dispose of Beneficial Ownership of a security, other than shares of the Funds, only if (a) such purchase or sale has been approved in advance by the Compliance Officer of HIM or another of the supervisory persons designated by Harris (each a "Designated Supervisory Person"), (b) the approved transaction is completed within two business days of the day approval is received, and (c) a Designated Supervisory Person has not rescinded such approval prior to execution of the transaction. If any Designated Supervisory Person is also a Covered Person, that individual shall obtain pre-clearance approval from another Designated Supervisory Person in conformity with the preceding sentence and shall otherwise comply with all the provisions of this Code.

2. A written authorization for a security transaction will be provided by a Designated Supervisory Person to the person receiving authorization, to memorialize any oral authorization that may have been granted.

3. Pre-clearance approval under paragraph (1) above will expire at the close of business on the trading day after the date on which authorization is received, and the Covered Person is required to renew clearance for the transaction if the trade is not completed before the authority expires.

4. If a securities transaction has received pre-clearance approval under paragraph (1) above but has not been executed prior to the expiration of that approval as provided by paragraph (3) above, the Covered Person who requested pre-clearance shall report the non-execution to the Designated Supervisory Person who granted the approval no later than the close of business on the trading day after the approval expired.

C. Transaction Reports

1. Every Covered Person must report certain information about each transaction by which the Covered Person acquires any direct or indirect Beneficial Ownership (as defined in Attachment A to this Code) of a Covered Security, subject to the exceptions set forth in Section V.E, below.

2. A Covered Person must submit to a Designated Supervisory Person a transaction report pursuant to this Section V.C.2 no later than 30 days after the end of any calendar quarter in which occurred any transaction with respect to a Covered Security (including shares of the Funds) in which the Covered Person had any direct or indirect Beneficial Ownership interest. The report must contain the following information:

a. The name of the reporting person;

b. The date of the transaction, the title and type of security, the tickler symbol or CUSIP member (as applicable), interest rate and maturity date (if applicable), the number of shares, and the principal amount of each Covered Security involved;

c. The nature of the transaction (i.e., purchase, sale, gift, or any other acquisition or disposition);

d. The price of the Covered Security at which the transaction was effected;

e. The name of the broker, dealer or bank with or through whom the transaction was effected; and

f. The date that the report is submitted by the Covered Person.

3. A Covered Person must submit to a Designated Supervisory Person a securities account report pursuant to this Section V.C.3 no later than 30 days after the end of any calendar quarter with respect to any account (including any account held directly with the transfer agent for the Funds) established during that quarter in which the Covered Person has a direct or indirect Beneficial Ownership interest. Each year, concurrently with the annual report of holdings required to be submitted by 1 February, each Covered Person must submit to a Designated Supervisory Person a summary report listing all accounts in which the Covered Person has a direct or indi-

rect Beneficial Ownership interest and in which, during the preceding year, securities were held. These quarterly and annual reports must contain the following information:

a. The name of the reporting person;

b. The name of the broker, dealer or bank with whom the Covered Person established the account;

c. The date the account was established; and

d. The date that the report is submitted by the Covered Person.

4. The Designated Supervisory Person shall monitor the trading patterns of Covered Persons, review reports received, and as appropriate compare the reports with the written pre-clearance authorization provided and with records of transactions for the Funds and other clients of PB and HIM.

5. In order to comply with Section III.B, any portfolio manager, analyst, trader, or support staff working directly with portfolio managers and analysts, who, at the time of an investment model 'reoptimization', has engaged in any transaction in a Covered Security, which transaction has not been pre-cleared pursuant to the exclusion provided by
Section IV.F and has not yet been reported pursuant to
Section V.C.2, shall provide a written report of the excluded transaction(s) to that Covered Person's Designated Supervisory Person or respective Compliance Officer, disclosing the information required by Section V.C.2.

6. Any report submitted to comply with the requirements of this
Section V may contain a statement that the report shall not be construed as an admission by the person making such report that such person has any direct or indirect Beneficial Ownership in the securities to which the report relates.

D. Disclosure of Personal Holdings

1. Initial Holdings Reports: Upon commencement of employment,++ but in no case later than 10 days after a person becomes a Covered Person under this Code, each Covered Person shall be required to disclose his or her current personal securities holdings (including any account held directly with the transfer agent for the Funds) in-

cluding, generally, accounts in which the Covered Person has a Beneficial Ownership interest in a report containing the following information, (which information must be current as of a date no more than 45 days prior to the date the person becomes a Covered Person):

a. The name of the Covered Person;

b. The title and type of security, the ticker symbol or CUSIP number (as applicable), number of shares and principal amount of each Covered Security in which the Covered Person had any direct or indirect Beneficial Ownership when the person became an Covered Person;

c. The name of any broker, dealer, or bank with whom the Covered Person maintained an account in which any securities were held for the direct or indirect benefit of the Covered Person as of the date the person became an Covered Person; and

d. The date that the report is submitted by the Covered Person.

2. Annual Holdings Reports: Each Covered Person shall deliver to a Designated Supervisory Person no later than February 1 of each year an annual report of holdings, current as of a date no more than 45 days before the annual report is submitted and providing the following information:

a. The name of the Covered Person;

b. The title and type of security, the ticker symbol or CUSIP number (as applicable), number of shares and principal amount of each Covered Security in which the Covered Person had any direct or indirect Beneficial Ownership;

c. The name of any broker, dealer, or bank with whom the Covered Person maintains an account in which any securities are held for the direct or indirect benefit of the Covered Person; and

d. The date that the report is submitted by the Covered Person.

E. Exceptions from Reporting Requirements.

1. No report shall be required of a Covered Person pursuant to Sections V.C and V.D with respect to transactions effected for, and

Covered Securities held in, any account over which the Covered Person has no direct or indirect influence or control.

2. No report shall be required of a Covered Person pursuant to
Section V.C if such report would duplicate (a) information recorded pursuant to Rules 204-2(a)(12) or 204-2(a)(13) under the Advisers Act, as amended, or (b) information contained in broker trade confirmations or account statements received by the Funds or Harris with respect to the Covered Person in the time period required by Section V.C.2, provided that all of the information required by that
Section is contained in the broker trade confirmations or account statements, or in the records of the Funds or Harris. Notwithstanding the preceding sentence, each Covered Person shall, in response to the quarterly transactions list provided to the Covered Person by the Designated Supervisory Persons, confirm the accuracy of and, to the extent required to conform with the reports otherwise required by Section V.C, supplement said transactions list within the period stated in the transactions list.

3. No report shall be required of a Covered Person pursuant to
Section V.C.2 with respect to transactions effected pursuant to an Automatic Investment Plan.

F. Delivery of Code and Certification of Compliance

The Bank, Monegy and HIM are each responsible for notifying their directors, officers, and employees who are Covered Persons of their status and obligations under this Code and for providing to each of those individuals a copy of this Code, as amended from time to time. Each Covered Person shall certify annually that he or she has read and understood this Code and recognizes that he or she is subject to such Code. Further, each Covered Person shall certify annually that he or she has complied with all the requirements of the Code and that he or she has disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code. A form of certification is attached to this Code as Attachment C.

G. Reports to Board

1. At least annually the investment adviser of the Funds shall provide a written report at a regular meeting of the Funds' Board of Trustees that:

a. Describes any issues arising under this Code or the procedures adopted by Harris since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to such material violations, provided, however, that such reports shall not include issues or information concerning Access Persons whose activities and knowledge concerning securities transactions relate solely to the accounts of clients of PB; and

b. Certifies that Harris has adopted procedures reasonably necessary to prevent Access Persons from violating the code.

2. HIM, HIM Monegy, and the Bank shall require their respective Chief Compliance Officers or their representatives to report quarterly to the Board of Trustees any material breach of fiduciary duty and/or the federal securities laws of which the respective Chief Compliance Officer becomes aware in the course of carrying out his or her duties.

H. Review by the Board

At least annually and, in any case, within six months of adopting any material change to this Code, the Bank, HIM, and Monegy shall report to the Board of Trustees of the Funds and submit for approval:

1. All existing procedures concerning Covered Persons' personal trading activities and any procedural changes made during the past year; and

2. Any recommended or previously adopted changes to this Code or the related procedures.

I. Review Procedures. Harris shall institute and periodically review procedures (1) reasonably necessary to prevent violations of this Code and (2) pursuant to which appropriate management or compliance personnel review all reports required by this Code.

Upon discovering that a Covered Person has not complied with the requirements of this Code, a Designated Supervisory Person shall submit findings to the Compliance Committee. The Compliance Committee may impose on that Covered Person whatever sanctions the Compliance Committee deems appropriate, in-

cluding, among other things, the unwinding of the transaction and the disgorgement of profits, letter of censure, suspension or termination of employment or removal from office. Any significant sanction imposed shall be reported to the Board of Directors and the Board of Trustees in accordance with Section V.G above.

There shall be preserved with the Funds' records in accordance with Rule 17j-1:

A. This Code and any prior code in effect during the five years preceding the date of this Code, maintained in an easily accessible place;

B. A record (maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs) of any violation of this Code, and of any action taken as a result of the violation;

C. A copy (maintained for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place) of each report made by a Covered Person as required by this Code, including any information provided pursuant to Section V.E.2(b) in lieu of the quarterly reports otherwise required by this Code;

D. A record (maintained in an easily accessible place) of all persons, currently or within the past five years, who are or were required to make reports under Sections V.C and V.D of this Code, or who are or were responsible for reviewing these reports;

E. A copy (maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place) of each report required by Section V.G of this Code;

F. A record (maintained by the Funds or Harris, as the case may be, for at least five years after the end of the fiscal year in which the approval is granted) of any decision, and the reasons supporting the decision, to approve the acquisition by investment personnel of securities under Sections III.C and
III.D of this Code; and

G. Any written report prepared by the Bank or HIM concerning the subject matter of this Code.

All information obtained from any Covered Person hereunder shall be kept in strict confidence, except that reports of securities transactions hereunder may be

made available to the Securities and Exchange Commission or any other regulatory or self-regulatory organization, to the Funds, and may otherwise be disclosed to the extent required by law or regulation.

Each Covered Person who is an Access Person of the Bank, HIM, or Monegy shall report any known or reasonably suspected violation of this Code to his or her respective Designated Supervisory Person, to the Law Department of the Bank, or to the Bank's Chief Compliance Officer, provided, however, that any report by an Access Person of HIM or Monegy shall also be provided to the Chief Compliance Officer of HIM or Monegy, respectively. In addition, HIM, Monegy, and the Bank shall designate one or more corporate ombudsmen to whom Fund Investing Personnel may convey concerns about Fund-related business matters that they believe implicate matters of ethics or questionable practices. HIM, Monegy, and the Bank shall establish procedures to investigate matters brought to the attention of the ombudsman. HIM, Monegy, and the Bank shall review matters brought to the attention of the ombudsman, along with any resolution of such matters, with the Board of Trustees of the Funds with such frequency as the Trustees may instruct, but no less frequently than annually.

Nothing contained in this Code shall be interpreted as relieving any Covered Person from acting in accordance with the provision of any applicable law, rule, or regulation or any other statement of policy or procedure governing the conduct of such person adopted by Harris or the Funds.

If any person has any questions with regard to the applicability of the provisions of this Code generally or with regard to any securities transaction or transactions such person should consult a Designated Supervisory Person.

Harris Insight Funds Trust

Covered Persons employed by
Harris Investment Management, Inc.,
Investment Adviser to the Funds,
and
HIM Monegy, Inc.
Investment Sub-Adviser to the Funds,
as of _________________________

Harris Insight Funds Trust

Covered Persons employed by
Harris Trust and Savings Bank,

Administrator and Transfer Agent for the Funds, as of ___ July, 2001

The term "Beneficial Ownership" as used in the attached Code of Ethics (the "Code") is to be interpreted by reference to Rule 16a-1(a)(2) under the 1934 Act (the "Rule"), except that the determination of direct or indirect beneficial ownership for purposes of the Code must be made with respect to all securities that a Covered Person has or acquires. Under the Rule, a person is generally deemed to have Beneficial Ownership of securities if the person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities.

The term "pecuniary interest" in particular securities is generally defined in the Rule to mean the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the securities. A PERSON IS REFUTABLY DEEMED TO HAVE AN "INDIRECT PECUNIARY INTEREST" WITHIN THE MEANING OF THE RULE IN ANY SECURITIES HELD BY MEMBERS OF THE PERSON'S IMMEDIATE FAMILY SHARING THE SAME HOUSEHOLD. The term "Immediate Family Member" includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, brother-in-law, sister-in-law, as well as adoptive relationships. Under the Rule, an indirect pecuniary interest also includes, among other things: a general partner's proportionate interest in the portfolio securities held by a general or limited partnership; a performance-related fee, other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee, person or entity performing a similar function; a person's right to dividends that is separated or separable from the underlying securities; a person's interest in securities held by certain trusts, including specifically a beneficiary's interest in a trust, transactions for which are under the beneficiary's direction or control, whether sole or shared; and a person's right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable, the term "derivative security" being generally defined as any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to an equity security, or similar securities with, or value derived from the value of any equity security. For purposes of the Rule, a person who is a shareholder of a corporation or similar entity is not deemed to have a pecuniary interest in portfolio securities held by the corporation or entity, so long as the shareholder is not a controlling shareholder of the corporation or the entity and does not have or share investment control over the corporation's or the entity portfolio.

Attachment C

HARRIS TRUST AND SAVINGS BANK

HARRIS INVESTMENT MANAGEMENT, INC.

HIM MONEGY, INC.

STATEMENT OF PRINCIPLES AND
CODE OF ETHICS FOR
INVESTMENT ADVISORY AND
MUTUAL FUND MANAGEMENT PERSONNEL

ANNUAL CERTIFICATION

Pursuant to the requirements of the Code of Ethics for Investment Advisory and Mutual Fund Management Personnel of Harris Trust and Savings Bank, Harris Investment Management, Inc., and HIM Monegy, Inc., the undersigned hereby certifies as follows:

1. I have read the Code of Ethics.

2. I understand the Code of Ethics and acknowledge that I am subject to it.

3. Since the date of the last Annual Certification (if any) given pursuant to the Code of Ethics, I have reported all personal securities transactions required to be reported under the requirements of the Code of Ethics.

Date:                                ____________________________
                                     Signature


                                     ____________________________

Print Name

EXHIBIT p.7

CODE OF CONDUCT
JANUARY 2005

NEW
STAR [LOGO]

1  INTRODUCTION................................................................2

2. GENERAL PRINCIPLES......................................................... 3

3  PERSONAL ACCOUNT DEALING and the CODE OF ETHICS.............................4

4. LEVEL 1 POLICY (FSA Policy).................................................5
   Avoiding conflicts of interest
   Pre-clearance/pre-approval of transactions
   Mutual funds
   Holding periods
   Prohibited dealings
   Dealing on inside information
   Rights issues, takeovers etc
   Non-discretionary portfolios
   Contract notes
   Periodic statements
   Consequences of breaches

5. LEVEL 2 POLICY (SEC Policy).................................................9
   Level 2 Requirements
   Prohibited Transactions
   Pre-Approval Requirements
   Initial and Annual Holdings Reports
   Quarterly Transaction Reports
   Exceptions to Reporting Requirements
   Review of Reports
   Mutual Fund Reporting
   Pension Plans
   Reports to Fund Board of Directors
   Recordkeeping

6. CONFIDENTIALITY............................................................14
   Protecting confidential information
   Disclosure of holdings

7. INSIDER TRADING............................................................15

8. GIFTS AND HOSPITALITY......................................................16
   Providing gifts and hospitality
   Receiving gifts and hospitality
   Avoiding conflicts of interest

9. SERVICE AS A DIRECTOR & OUTSIDE EMPLOYMENT AND ACTIVITIES..................18

10.SANCTIONS..................................................................19

NEW STAR ASSET MANAGEMENT GROUP

CODE OF CONDUCT

1 INTRODUCTION

The Code of Conduct (the "Code") is designed to reinforce New Star Asset Management Group's ("New Star") reputation for integrity by avoiding even the appearance of impropriety in the conduct of our business. The Code sets out standards of conduct expected from every New Star employee (regardless of position or level of seniority) in the UK.

New Star is regulated in the UK by the Financial Services Authority ("FSA") but is also subject to specific requirements enforced by the Securities Exchange Commission ("SEC") in its capacity as an Investment Advisor to US clients. As a consequence New Star and its employees are subject to both high level principles and specific regulations regarding personal securities trading, disclosure of external directorships and business interests and gifts and hospitality.

We have developed this Code to promote the highest standards of behaviour and ensure compliance with applicable regulations. In addition to the provisions outlined in this document, employees must also read the documents that make up the Compliance Manual which set out specific requirements relating to our regulated activities under the FSA. In addition, staff involved in the management and administration for our institutional business should read the SEC Compliance Programme which sets out the requirements and procedures under the SEC regulations.

Employees should be aware that they may be held personally liable for any improper or illegal acts committed during the course of their employment, and that "ignorance of the law" is not a defense. Employees may be subject to civil penalties such as fines and regulatory sanctions including suspension, as well as criminal penalties.

Employees must read the Code and ensure that they not only comply with the specific requirements, but also meet the spirit of the requirements. Failure to comply with the provisions of the Code may result in serious sanctions including, but not limited to:

o Unwinding transactions that breach the code;
o Payments to charity of profits made as a result of actions that breached the code;
o Disciplinary proceedings, including dismissal;
o Potentially substantial personal liability; and
o Referral to law enforcement agencies or other regulatory agencies.

Employees should retain a copy of the Code in their records for future reference. Any questions regarding the Code should be directed to Compliance.

This Code applies to all employees of the New Star Asset Management Group. For this purpose, the term "employee" includes consultants, secondees, temporary employees, fixed term contractors and work experience students. In the case of personal account dealing, the Code will also include "closely connected persons". A more detailed definition of this term can be found in the Level 1 Policy.

NEW STAR ASSET MANAGEMENT GROUP