EXHIBIT d.2

AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT

AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT

THIS AMENDMENT effective as of the 8th day of June, 2006 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002 (the "Agreement") by and between Phoenix Opportunities Trust (formerly known as Phoenix-Seneca Funds), a Delaware statutory trust (the "Trust") and Phoenix Investment Counsel, Inc., a Massachusetts corporation (the "Adviser") as follows:

1. All references to the state of domicile of Phoenix Investment Counsel, Inc. shall hereafter refer to the Commonwealth of Massachusetts.

2. The name of the Trust Phoenix-Seneca Funds has been changed to Phoenix Opportunities Trust.

3. The name of the series Phoenix-Seneca Bond Fund has been changed to Phoenix Bond Fund.

4. The name of the series Phoenix-Seneca Mid-Cap "EDGE"(sm) Fund has been changed to Phoenix Earnings Driven Growth Fund.

5. All references to the series Phoenix-Seneca Real Estate Securities Fund are hereby deleted.

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

7. 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.

8. 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 OPPORTUNITIES TRUST

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

                                       SCHEDULE A
                                       ----------

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

Phoenix Bond Fund                                                                    0.50%
Phoenix Earnings Driven Growth Fund                                                  0.80%

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

Phoenix Growth Opportunities Fund                                0.75%                0.70%              0.65%

The parties to this Agreement hereby acknowledge the following fund name changes: Phoenix Bond Fund (f/k/a Phoenix-Seneca Bond Fund) and Phoenix Earnings Driven Growth Fund (f/k/a Phoenix-Seneca Mid-Cap "EDGE"(sm) Fund).

EXHIBIT d.6

PHOENIX OPPORTUNITIES TRUST
PHOENIX GROWTH OPPORTUNITIES FUND

SUBADVISORY AGREEMENT

PHOENIX OPPORTUNITIES TRUST
PHOENIX GROWTH OPPORTUNITIES FUND

June 9, 2006

Turner Investment Partners, Inc.
1205 Westlakes Drive, Suite 100
Berwyn, Pennsylvania 19312

RE: SUBADVISORY AGREEMENT

Ladies and Gentlemen:

Phoenix Opportunities 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 (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 Turner Investment Partners, Inc. (the "Subadviser") as a discretionary series adviser to invest and reinvest the assets of the Series designated by the Advisers as set forth on Schedule F attached hereto (the "Series") 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.

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 knowingly, 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 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 Series 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 where feasible, but in all cases in a manner that is fair and equitable to the Series.

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.

A. 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 Fund to file Form N-PX as required by Rule 30b1-4 under the Act.

B. The Subadviser is authorized to deal with reorganizations and exchange offers with respect to securities held in the Series in such manner as the Subadviser deems advisable, unless the Fund or the Adviser otherwise specifically directs in writing. With the Adviser's approval, the Subadviser shall also have the authority to: (i) identify, evaluate and pursue legal claims, including commencing or defending suits, affecting the securities held at any time in the Series, including claims in bankruptcy, class action securities litigation and other litigation; (ii) participate in such litigation or related proceedings with respect to such securities as the Subadviser deems appropriate to preserve or enhance the value of the Series, including filing proofs of claim and related documents and serving as "lead plaintiff" in class action lawsuits;
(iii) exercise generally any of the powers of an owner with respect to the supervision and management of such rights or claims, including the settlement, compromise or submission to arbitration of any claims, the exercise of which the Subadviser deems to be in the best interest of the Series or required by applicable law, including ERISA, and (iv) employ suitable agents, including legal counsel, and to pay their reasonable fees, expenses and related costs from the Series.

7. Prohibited Conduct. In providing the services described in this Agreement, the Subadviser's responsibility regarding investment advice hereunder is limited to the Series, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Phoenix Investment Partners, Ltd. regarding transactions for the Fund in securities or other assets. The Fund shall provide the Subadviser with a list of investment companies sponsored by Phoenix Investment Partners, Ltd. and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. 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.

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 which reports: (i) shall include Subadviser's representation that its performance of its investment management duties hereunder is in compliance with the Fund's investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum "good income" requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be 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 by the Adviser 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 Fee Schedule. 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 material breach of the investment objectives, policies and restrictions applicable to the Series as defined in the Prospectus and Statement of Additional Information and that such acts or omissions shall not have resulted from the Subadviser's willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder.

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. Notwithstanding the foregoing, the Fund and the Adviser agree that the Subadviser may (i) disclose in marketing materials and similar communications that the Fund has engaged Subadviser pursuant to this Agreement, and (ii) include performance statistics regarding the Series in composite performance statistics regarding one or more groups of Subadviser's clients published or included in any of the foregoing communications, provided that the Subadviser does not identify any performance statistics as relating specifically to the Series.

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 Rule 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, to the best of its knowledge, 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 material 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 or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Fund a written report which complies with the requirements of Rule 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 reasonably requested by the Fund. Upon prior written notice thereof, 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 March 1, 2001 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 Opportunities 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. Entire Agreement; Amendment. This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. 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 the Schedules hereto, 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 December 31, 2007. 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 material 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 Subadvisor at:

Turner Investment Partners, Inc. 1205 Westlakes Drive, Suite 100 Berwyn, Pennsylvania 19312 Attn: Jill McCullough, Manager Telephone: 484-329-2390 Facsimile: 610-786-0822 Email:

20. Certifications. The Subadviser hereby warrants and represents that it will provide the requisite certifications reasonably 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 and Form N-Q as required under the Sarbanes-Oxley Act of 2002 to the extent that such reporting and certifications relate to the Subadviser's duties and responsibilities under this Agreement. 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 of the Subadviser or the Subadviser's reckless disregard of its obligations and duties hereunder.

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.

23. Counterparts; Fax Signatures. This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.

[signature page follows]

PHOENIX OPPORTUNITIES 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:

TURNER INVESTMENT PARTNERS, INC.

By:     /s/ Brian F. McNally
    ------------------------------------
      Name:  Brian F. McNally
      Title: General Counsel and CCO

OPERATIONAL PROCEDURES

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

The Subadviser shall use its best efforts to 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 each day the Fund is open for business. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser's 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 or aggregate principal amount;
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 or, if email is unavailable, by another form of immediate written communication, 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 by the Subadviser is to be 50% of the gross management fee as calculated based on the average daily net assets of the Series for the first $1 billion in Series assets (but in no event less than an annual rate of 0.375%), 0.35% of the average daily net assets of the Series for Series assets exceeding $1 billion and up to $2 billion, and 0.325% of the average daily net assets of the Series for Series assets exceeding $2 billion.

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 in paragraph 3 of this Subadvisory Agreement;

(b) 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;

(c) Promptly after filing with the SEC a material amendment to its Form ADV, a copy of such amendment to the Adviser;

(d) 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

(e) 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.

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

Re:      Form N-CSR and Form N-Q 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 and Form N-Q.

         [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 or
         N-Q, as applicable, 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 subadviser 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 with respect to the Fund in a timely fashion;

b. Any fraud, whether or not material, that involves the Subadviser's management or other employees who have a significant role in the Subadviser's internal controls and procedures for financial reporting as they relate to our duties as Subadviser to the Fund.

I certify that to the best of my knowledge:

a. The Subadviser's Portfolio Manager(s) has/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 to the extent they relate to our duties as Subadviser to the Fund.

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

[Name of Authorized Signature] Date

SERIES

Phoenix Growth Opportunities Fund

EXHIBIT h.1

EXPENSE LIMITATION AGREEMENT
PHOENIX-SENECA FUNDS

EXPENSE LIMITATION AGREEMENT

PHOENIX-SENECA FUNDS

This Expense Limitation Agreement (the "Agreement") is effective as of February 1, 2006 by and between Phoenix-Seneca Funds, a Delaware Statutory Trust (the "Registrant"), on behalf of each series of the Registrant listed in Appendix A, as may be amended from time to time (each a "Fund" and collectively, the "Funds"), and the Adviser of each of the Funds, Phoenix Investment Counsel, Inc., a Massachusetts Corporation (the "Adviser").

WHEREAS, the Adviser renders advice and services to the Funds pursuant to the terms and provisions of one or more Investment Advisory Agreements entered into between the Registrant and the Adviser (the "Advisory Agreement"); and

WHEREAS, the Adviser desires to maintain the expenses of each Fund at a level below the level to which each such Fund might otherwise be subject; and

WHEREAS, the Adviser understands and intends that the Registrant will rely on this Agreement in preparing post-effective amendments to the Registrant's registration statement on Form N-1A and in accruing the expenses of the Registrant for purposes of calculating net asset value and for other purposes, and expressly permits the Registrant to do so.

NOW, THEREFORE, the parties hereto agree as follows:

1. Limit on Fund Expenses. The Adviser hereby agrees to limit each Fund's Expenses to the respective rate of Total Fund Operating Expenses ("Expense Limit") specified for that Fund in Appendix A of this Agreement.

2. Definition. For purposes of this Agreement, the term "Total Fund Operating Expenses" with respect to a Fund is defined to include all expenses necessary or appropriate for the operation of the Fund including the Adviser's investment advisory or management fee under the Advisory Agreement and other expenses described in the Advisory Agreement that the Fund is responsible for and have not been assumed by the Adviser, but does not include front-end or contingent deferred loads, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization or extraordinary expenses, such as litigation.

3. Recoupment of Fees and Expenses. The Adviser agrees that it shall not be entitled to be reimbursed by a Fund for any expenses that it has waived or limited.

4. Term, Termination and Modification. This Agreement shall become effective on the date specified herein and shall remain in effect until January 31, 2007, unless sooner terminated as provided below in this Paragraph. Thereafter, this Agreement shall automatically renew for one-year terms with respect to a Fund unless the Adviser provides written notice to the Fund of the termination of this

Agreement, or the modification to the Expense Limit specified for a Fund in Appendix A of this Agreement, within thirty (30) days of the end of the then current term for that Fund. This Agreement may be terminated by the Registrant on behalf of any one or more of the Funds at any time without payment of any penalty or by the Board of Trustees of the Registrant upon thirty (30) days' written notice to the Adviser. In addition, this Agreement shall terminate with respect to a Fund upon termination of the Advisory Agreement with respect to such Fund.

5. Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

6. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall otherwise be rendered invalid, the remainder of this Agreement shall not be affected thereby.

7. Captions. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Connecticut without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any Federal securities law, regulation or rule, including the Investment Company Act of 1940, as amended and the Investment Advisers Act of 1940, as amended and any rules and regulations promulgated thereunder.

9. Computation. If the fiscal year to date Total Fund Operating Expenses of a Fund at the end of any month during which this Agreement is in effect exceed the Expense Limit for that Fund (the "Excess Amount"), the Adviser shall waive or reduce its fee under the Advisory Agreement or remit to that Fund an amount that is sufficient to pay the Excess Amount computed on the last day of the month.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers.

PHOENIX-SENECA FUNDS                        PHOENIX INVESTMENT COUNSEL,
                                            INC.

By: /s/ Francis G. Waltman                  By: /s/ John H. Beers
    ----------------------------            --------------------------------
         Francis G. Waltman                          John H. Beers
         Senior Vice President                       Vice President and Clerk

Phoenix Fund                                               Total Fund Operating Expense Limit

                                                     Class A        Class B        Class C        Class X

Phoenix Bond Fund                                     1.15%          1.90%          1.90%          0.90%
Phoenix Earnings Driven Growth Fund                   1.45%          2.20%          2.20%          1.20%

EXHIBIT h.6

EXPENSE LIMITATION AGREEMENT

PHOENIX OPPORTUNITIES TRUST
ON BEHALF OF ITS SERIES
PHOENIX GROWTH OPPORTUNITIES FUND

EXPENSE LIMITATION AGREEMENT

PHOENIX OPPORTUNITIES TRUST
ON BEHALF OF ITS SERIES
PHOENIX GROWTH OPPORTUNITIES FUND

This Expense Limitation Agreement (the "Agreement") is effective as of June 8, 2006 by and between Phoenix Opportunities Trust, a Delaware Statutory Trust (the "Registrant"), on behalf of its series Phoenix Growth Opportunities Fund (the "Fund"), and the Adviser of the Fund, Phoenix Investment Counsel, Inc., a Massachusetts Corporation (the "Adviser").

WHEREAS, the Adviser renders advice and services to the Fund pursuant to the terms and provisions of the Investment Advisory Agreement, as may be amended from time to time, entered into between the Registrant and the Adviser (the "Advisory Agreement"); and

WHEREAS, the Adviser desires to maintain the expenses of the Fund at a level below the level to which such Fund might otherwise be subject; and

WHEREAS, the Adviser understands and intends that the Registrant will rely on this Agreement in preparing post-effective amendments to the Registrant's registration statement on Form N-1A and in accruing the expenses of the Registrant for purposes of calculating net asset value and for other purposes, and expressly permits the Registrant to do so.

NOW, THEREFORE, the parties hereto agree as follows:

1. Limit on Fund Expenses. The Adviser hereby agrees to limit the Fund's Expenses to the respective rate of Total Fund Operating Expenses ("Expense Limit") specified for that Fund in Appendix A of this Agreement.

2. Definition. For purposes of this Agreement, the term "Total Fund Operating Expenses" with respect to the Fund is defined to include all expenses necessary or appropriate for the operation of the Fund including the Adviser's investment advisory or management fee under the Advisory Agreement and other expenses described in the Advisory Agreement that the Fund is responsible for and have not been assumed by the Adviser, but does not include front-end or contingent deferred loads, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization or extraordinary expenses, such as litigation.

3. Recoupment of Fees and Expenses. The Adviser agrees that it shall not be entitled to be reimbursed by the Fund for any expenses that it has waived or limited.

4. Term, Termination and Modification. This Agreement shall become effective on the date specified herein and shall remain in effect until May 31, 2008, unless sooner terminated as provided below in this Paragraph. Thereafter, this Agreement shall automatically renew for one-year terms with respect to the Fund

unless the Adviser provides written notice to the Fund of the termination of this Agreement, or the modification to the Expense Limit specified for the Fund in Appendix A of this Agreement, within thirty (30) days of the end of the then current term for that Fund. This Agreement may be terminated by the Registrant on behalf of the Fund at any time without payment of any penalty or by the Board of Trustees of the Registrant upon thirty (30) days' written notice to the Adviser. In addition, this Agreement shall terminate with respect to the Fund upon termination of the Advisory Agreement with respect to such Fund.

5. Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

6. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall otherwise be rendered invalid, the remainder of this Agreement shall not be affected thereby.

7. Captions. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Delaware without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any Federal securities law, regulation or rule, including the Investment Company Act of 1940, as amended and the Investment Advisers Act of 1940, as amended and any rules and regulations promulgated thereunder.

9. Computation. If the fiscal year to date Total Fund Operating Expenses of the Fund at the end of any month during which this Agreement is in effect exceed the Expense Limit for that Fund (the "Excess Amount"), the Adviser shall waive or reduce its fee under the Advisory Agreement or remit to that Fund an amount that is sufficient to pay the Excess Amount computed on the last day of the month.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers.

PHOENIX OPPORTUNITIES TRUST                 PHOENIX INVESTMENT COUNSEL, INC.

By: /s/ Francis G. Waltman                  By: /s/ John H. Beers
    --------------------------------            --------------------------------
        Francis G. Waltman                          John H. Beers
        Senior Vice President                       Vice President and Clerk

PHOENIX FUND                                  TOTAL FUND OPERATING EXPENSE LIMIT
------------                                  ----------------------------------

                                                       Class A         Class C

Phoenix Growth Opportunities Fund                       1.25%           2.00%

EXHIBIT j.1

CONSENT OF PRICEWATERHOUSECOOPERS, LLP

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated November 14, 2005, relating to the financial statements and financial highlights which appear in the September 30, 2005 Annual Report to Shareholders of Phoenix Bond Fund and Phoenix Earnings Driven Growth Fund (constituting Phoenix Opportunities 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 "Report to Shareholders" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
June 7, 2006

EXHIBIT j.2

CONSENT OF KPMG, LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees of Turner Funds:

We consent to the use of our report dated November 18, 2005, with respect to the financial statements of Turner Strategic Growth Fund, (the "Fund"), one of the funds constituting Turner Funds as of September 30, 2005, incorporated herein by reference and to the reference to our firm under the heading "Financial Highlights" in the Registration Statement.

                                         /s/  KPMG LLP


Philadelphia, Pennsylvania
June 7, 2006

EXHIBIT p.1

CODE OF ETHICS
PHOENIX FUNDS
THE PHOENIX EDGE SERIES FUND

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.

(1) For the purposes hereof, the term "Funds" collectively refers to the Phoenix Funds, Phoenix-Engemann Funds, Phoenix-Kayne Funds, Phoenix-Seneca Funds and The Phoenix Edge Series Fund.

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 exchange traded funds and 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 traditional, 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 specifically 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 and entertainment received or given 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 2006; Adopted by the Board of Trustees of The Phoenix Edge Series Fund March 21, 2006)

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.

Please print or type name: ___________________________________

------------------------------------------------------------------------------------------------------------------------------------
                                                      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 within
  the same year - $50.00     the same year - $50.00    the same year - $50.00                          the same year - $100 fine
  fine payable to the        fine payable to the       fine payable to the                             payable to the Phoenix
  Phoenix Foundation         Phoenix Foundation        Phoenix Foundation                              Foundation and suspension
o 3rd violation within     o 3rd violation within    o 3rd violation within                            of trading privileges
  the same year -            the same year -           the same year -                                 for 30 days
  suspension of trading      suspension of trading     suspension of trading                         o 3rd violation within the same
  privileges for 30 days     privileges for 30 days    privileges for 30 days                          year - suspension of trading
                                                                                                       privileges for 90 days
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
                                                                                 MARKET TIMING
PRE-CLEAR IPOs & LIMITED           BLACKOUT               60-DAY HOLDING        PROHIBITION AND
       OFFERINGS*                                           REQUIREMENT          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
  Reported to Chief Legal    disgorgement of profits   written warning           _possible grounds     Chief Legal Officer and
  Officer and President      on the personal trade   o 2nd violation -           for termination       President of Phoenix
  of Phoenix Investment    o 2nd violation -           violation within the      at determination      Investment Counsel for
  Counsel for                Reported to Chief Legal   same year - $50.00 fine   of Chief Legal        determination of appropriate
  determination of           Officer and President     payable to the Phoenix    Officer and           sanctions.
  appropriate sanctions.     of Phoenix Investment     Foundation                President of        o 2nd violation - possible
o 2nd violation -            Counsel for             o 3rd violation within      Phoenix               grounds for termination
  possible grounds for       determination of          the same year -           Investment
  termination                appropriate sanctions.    suspension of trading     Counsel
                           o 3rd violation -           privileges for 60 days
                             possible grounds for
                             termination
------------------------------------------------------------------------------------------------------------------------------------

*s/t NASD Prohibition Rule 2790.

EXHIBIT q.1

POWER OF ATTORNEY

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of the below-named mutual funds, hereby constitute and appoint Daniel T. Geraci, Tracy L. Rich and Kevin J. Carr, or either of them as my true and lawful attorneys and agents with full power to sign for me in the capacity indicated below, any or all Registration Statements, amendments thereto, including without limitation a Registration Statement on Form N-14, and such other filings as may be appropriate, with the Securities and Exchange Commission under the Securities Act of 1933 and/or the Investment Company Act of 1940 relating to each of said mutual funds, and hereby ratify and confirm my signature as it may be signed by said attorneys and agents.

PHOENIX ADVISER TRUST
PHOENIX CA TAX-EXEMPT BOND FUND
PHOENIX-ENGEMANN FUNDS (TO BE KNOWN AS PHOENIX INVESTMENT TRUST 06)
PHOENIX EQUITY SERIES FUND
PHOENIX EQUITY TRUST
PHOENIX INSTITUTIONAL MUTUAL FUNDS
PHOENIX INVESTMENT SERIES FUND
PHOENIX INVESTMENT TRUST 97
PHOENIX-KAYNE FUNDS (TO BE KNOWN AS PHOENIX ASSET TRUST)
PHOENIX MULTI-PORTFOLIO FUND
PHOENIX MULTI-SERIES TRUST
PHOENIX OPPORTUNITIES TRUST
PHOENIX PHOLIOS(SM)
PHOENIX PORTFOLIOS
PHOENIX SERIES FUND
PHOENIX STRATEGIC EQUITY SERIES FUND

I hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original.

I hereby further revoke any and all powers of attorney previously given by me with respect to the above-named mutual funds, provided that this revocation shall not affect the exercise of such powers prior to the date hereof.

WITNESS my hand and seal on this __17th__ day of ___May___, 2006.

/s/ E. Virgil Conway                         /s/ Harry Dalzell-Payne
---------------------------------       ----------------------------------
E. Virgil Conway, Trustee               Harry Dalzell-Payne, Trustee


/s/ Francis E. Jeffries                 /s/ Dr. Leroy Keith, Jr.
---------------------------------       ----------------------------------
Francis E. Jeffries, Trustee            Dr. Leroy Keith, Jr., Trustee


/s/ Marilyn E. LaMarche                 /s/ Philip R. McLoughlin
---------------------------------       ----------------------------------
Marilyn E. LaMarche, Trustee            Philip R. McLoughlin, Trustee


/s/ Geraldine M. McNamara               /s/ James M. Oates
---------------------------------       ----------------------------------
Geraldine M. McNamara, Trustee          James M. Oates, Trustee


/s/ Richard E. Segerson
---------------------------------
Richard E. Segerson, Trustee

EXHIBIT q.2

POWER OF ATTORNEY

POWER OF ATTORNEY

I, the undersigned member of the Board of Trustees of the below-named mutual funds, hereby constitute and appoint Daniel T. Geraci, Tracy L. Rich and Kevin J. Carr, or either of them as my true and lawful attorneys and agents with full power to sign for me in the capacity indicated below, any or all Registration Statements, amendments thereto, including without limitation a Registration Statement on Form N-14, and such other filings as may be appropriate, with the Securities and Exchange Commission under the Securities Act of 1933 and/or the Investment Company Act of 1940 relating to each of said mutual funds, and hereby ratify and confirm my signature as it may be signed by said attorneys and agents.

PHOENIX ADVISER TRUST
PHOENIX-ENGEMANN FUNDS (TO BE KNOWN AS PHOENIX INVESTMENT TRUST 06)
PHOENIX-KAYNE FUNDS (TO BE KNOWN AS PHOENIX ASSET TRUST)
PHOENIX OPPORTUNITIES TRUST
PHOENIX PORTFOLIOS

I hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original.

I hereby further revoke any and all powers of attorney previously given by me with respect to the above-named mutual funds, provided that this revocation shall not affect the exercise of such powers prior to the date hereof.

WITNESS my hand and seal on this __17th__ day of ___May___, 2006.

/s/ Daniel T. Geraci                            /s/ Ferdinand L.J. Verdonck
---------------------------                     ---------------------------
Daniel T. Geraci, Trustee                       Ferdinand L.J. Verdonck, Trustee