EXHIBIT b.1

AMENDED AND RESTATED
BY-LAWS
of
PHOENIX EQUITY TRUST

AMENDED AND RESTATED

BY-LAWS

of

PHOENIX EQUITY TRUST

A Delaware Statutory Trust

INTRODUCTION

A. Agreement and Declaration of Trust. These By-Laws shall be subject to the Agreement and Declaration of Trust, as may be amended from time to time (the "Declaration of Trust"), of Phoenix Equity Trust, a Delaware statutory trust (the "Trust"). In the event of any inconsistency between the terms hereof and the terms of the Declaration of Trust, the terms of the Declaration of Trust shall control.

B. Definitions. Capitalized terms used herein and not herein defined are used as defined in the Declaration of Trust.

1. Principal Office. The Trustees shall fix and, from time to time, may change the location of the principal executive office of the Trust at any place within or outside the State of Delaware.

2. Delaware Office. The Trustees shall establish a registered office in the State of Delaware and shall appoint as the Trust's registered agent for service of process in the State of Delaware an individual resident of the State of Delaware or a Delaware corporation or a corporation authorized to transact business in the State of Delaware; in each case the business office of such registered agent for service of process shall be identical with the registered Delaware office of the Trust.

3. Other Offices. The Trustees may at any time establish branch or subordinate offices at any place or places where the Trust intends to do business.

1. Place of Meetings. Meetings of Shareholders shall be held at any place designated by the Trustees. In the absence of any such designation, Shareholders' meetings shall be held at the principal executive office of the Trust.

2. Call of Meetings. Meetings of the Shareholders may be called at any time by the Trustees or by the President for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as herein provided or provided in the Declaration of Trust or upon any other matter as to which such vote or authority is deemed by the Trustees or the President to be necessary or desirable. To the extent required by the 1940 Act, meetings of the Shareholders for the purpose of voting on the removal of any Trustee shall be called promptly by the Trustees upon the written request of Shareholders holding at least ten percent (10%) of the outstanding Shares entitled to vote.

3. Notice of Meetings of Shareholders. All notices of meetings of Shareholders shall be sent or otherwise given in accordance with Section 4 of this Article II not less than ten (10) nor more than ninety (90) days before the date of the meeting. The notice shall specify (i) the place, date and hour of the meeting, and (ii) the general nature of the business to be transacted. The notice of any meeting at which Trustees are to be elected also shall include the name of any nominee or nominees whom at the time of the notice are intended to be presented for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a Trustee has a direct or indirect financial interest, (ii) an amendment of the Agreement and Declaration of Trust of the Trust, (iii) a reorganization of the Trust, or (iv) a voluntary dissolution of the Trust, the notice shall also state the general nature of that proposal.

4. Manner of Giving Notice; Affidavit of Notice. Notice of any meeting of Shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the Shareholder at the address of that Shareholder appearing on the books of the Trust or its transfer agent or given by the Shareholder to the Trust for the purpose of notice. If no such address appears on the Trust's books or is given, notice shall be deemed to have been given if sent to that Shareholder by first-class mail or telegraphic or other written communication to the Trust's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication or, where notice is given by publication, on the date of publication.

If any notice addressed to a Shareholder at the address of that Shareholder appearing on the books of the Trust is returned to the Trust by the United States Postal Service marked to indicate that the Postal Service is unable to deliver the notice to the Shareholder at that address,

all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the Shareholder on written demand of the Shareholder at the principal executive office of the Trust for a period of one year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any meeting of Shareholders shall be filed and maintained in the minute book of the Trust.

5. Adjourned Meeting; Notice. Any meeting of Shareholders, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the Shares represented at that meeting, either in person or by proxy.

When any meeting of Shareholders is adjourned to another time or place, notice need not be given of the adjourned meeting at which the adjournment is taken, unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than sixty (60) days from the date set for the original meeting, in which case the Trustees shall set a new record date. Notice of any such adjourned meeting shall be given to each Shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 3 and 4 of this Article II. At any adjourned meeting, the Trust may transact any business which might have been transacted at the original meeting.

6. Voting. The Shareholders entitled to vote at any meeting of Shareholders shall be determined in accordance with the provisions of the Declaration of Trust of the Trust, as in effect at such time. The Shareholders' vote may be by voice vote or by ballot, provided, however, that any election for Trustees must be by ballot if demanded by any Shareholder before the voting has begun. On any matter other than elections of Trustees, any Shareholder may vote part of the Shares in favor of the proposal and refrain from voting the remaining Shares or vote them against the proposal, but if the Shareholder fails to specify the number of Shares which the Shareholder is voting affirmatively, it will be conclusively presumed that the Shareholder's approving vote is with respect to the total Shares that the Shareholder is entitled to vote on such proposal.

7. Waiver of Notice by Consent of Absent Shareholders. The transactions of the meeting of Shareholders, however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum be present either in person or by proxy and if either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any meeting of Shareholders.

Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the beginning of the meeting.

8. Shareholder Action by Written Consent Without a Meeting. Except as provided in the Declaration of Trust or the 1940 Act, any action that may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by Shareholders having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shareholders entitled to vote on that action were present and voted. All such consents shall be filed with the Secretary of the Trust and shall be maintained in the Trust's records. Any Shareholder giving a written consent or a transferee of the Shares or a personal representative of the Shareholder or their respective proxy holders may revoke the consent by a writing received by the Secretary of the Trust before written consents of the number of votes required to authorize the proposed action have been filed with the Secretary.

If the consents of all Shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such Shareholders shall not have been received, the Secretary shall give prompt notice of the action approved by the Shareholders without a meeting. This notice shall be given in the manner specified in Section 4 of this Article II.

9. Record Date for Shareholder Notice, Voting and Giving Consents.

(a) For purposes of determining the Shareholders entitled to vote or act at any meeting or adjournment thereof, the Trustees may fix in advance a record date which shall not be more than ninety (90) days nor less than ten (10) days before the date of any such meeting. Without fixing a record date for a meeting, the Trustees may for voting and notice purposes close the register or transfer books for one or more Series (or Classes) for all or any part of the period between the earliest date on which a record date for such meeting could be set in accordance herewith and the date of such meeting.

If the Trustees do not so fix a record date or close the register or transfer books of the affected Series (or Classes), the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day next preceding the day on which notice is given or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b) The record date for determining Shareholders entitled to give consent to action in writing without a meeting, (a) when no prior action of the Trustees has been taken, shall be the day on which the first written consent is given, or (b) when prior action of the Trustees has been taken, shall be (x) such date as determined for that purpose by the Trustees, which record date shall not precede the date upon which the resolution fixing it is adopted by the Trustees and shall not be more than 20 days after the date of such resolution, or (y) if no record date is fixed by the Trustees the record date shall be the close of business on the day on which the Trustees adopt the resolution relating to that action. Nothing in this Section shall be construed as precluding the Trustees from setting different record dates for different Series (or Classes). Only Shareholders of record on the record date as herein determined shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, notwithstanding any transfer of Shares on the books of the Trust after such record date.

10. Proxies. Subject to the provisions of the Declaration of Trust, every Person entitled to vote for Trustees or on any other matter shall have the right to do so either in person or by proxy, provided that either (i) an instrument authorizing such a proxy to act is executed by the Shareholder in writing and dated not more than eleven (11) months before the meeting, unless the instrument specifically provides for a longer period or (ii) the Trustees adopt an electronic, telephonic, computerized or other alternative to execution of a written instrument authorizing the proxy to act which authorization is received not more than eleven (11) months before the meeting. A proxy shall be deemed executed by a Shareholder if the Shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Shareholder or the Shareholder's attorney-in-fact or other authorized agent. A valid proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Trust stating that the proxy is revoked, by a subsequent proxy executed by or attendance at the meeting and voting in person by the person executing that proxy or revoked by such person using any electronic, telephonic, computerized or other alternative means authorized by the Trustees for authorizing the proxy to act; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Trust before the vote pursuant to that proxy is counted. A proxy with respect to Shares held in the name of two or more Persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

11. Inspectors of Election. Before any meeting of Shareholders, the Trustees may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the Chairman of the meeting may appoint inspectors of election at the meeting. The number of inspectors shall be two (2). If any person appointed as inspector fails to appear or fails or refuses to act, the Chairman of the meeting may appoint a person to fill the vacancy.

These inspectors shall:

(a) Determine the number of Shares outstanding and the voting power of each, the Shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;

(b) Receive votes, ballots or consents;

(c) Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d) Count and tabulate all votes or consents;

(e) Determine when the polls shall close;

(f) Determine the result; and

(g) Do any other acts that may be proper to conduct the election or vote with fairness to all Shareholders.

1. Powers. Subject to the applicable provisions of the 1940 Act, the Declaration of Trust and these By-Laws relating to action required to be approved by the Shareholders, the business and affairs of the Trust shall be managed and all powers shall be exercised by or under the direction of the Trustees.

2. Number of Trustees. The exact number of Trustees within any limits specified in the Declaration of Trust shall be fixed from time to time by a resolution of the Trustees.

3. Vacancies. Vacancies in the authorized number of Trustees may be filled as provided in the Declaration of Trust.

4. Place of Meetings and Meetings by Telephone. All meetings of the Trustees may be held at any place that has been designated from time to time by resolution of the Trustees. In the absence of such a designation, regular meetings shall be held at the principal executive office of the Trust. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Trustees participating in the meeting can hear one another and, except as provided under the 1940 Act, all such Trustees shall be deemed to be present in person at the meeting.

5. Regular Meetings. Regular meetings of the Trustees shall be held without call at such time as shall from time to time be fixed by the Trustees. Such regular meetings may be held without notice.

6. Special Meetings. Special meetings of the Trustees for any purpose or purposes may be called at any time by the President or any Vice President or the Secretary or any two (2) Trustees.

Notice of the time and place of special meetings shall be delivered personally or by telephone to each Trustee or sent by first-class mail, by telegram or telecopy (or similar electronic means) or by nationally recognized overnight courier, charges prepaid, addressed to each Trustee at that Trustee's address as it is shown on the records of the Trust. In case the notice is mailed, it shall be deposited in the United States mail at least seven (7) calendar days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or by telegram, telecopy (or similar electronic means) or overnight courier, it shall be given at

least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Trustee or to a person at the office of the Trustee who the person giving the notice has reason to believe will promptly communicate it to the Trustee. The notice need not specify the purpose of the meeting or the place if the meeting is to be held at the principal executive office of the Trust.

7. Quorum. A third of the authorized number of Trustees shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 9 of this Article III. Every act or decision done or made by a majority of the Trustees present at a meeting duly held at which a quorum is present shall be regarded as the act of the Trustees, subject to the provisions of the Declaration of Trust. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Trustees if any action taken is approved by at least a majority of the required quorum for that meeting.

8. Waiver of Notice. Notice of any meeting need not be given to any Trustee who either before or after the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the records of the Trust or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Trustee who attends the meeting without protesting before or at its commencement the lack of notice to that Trustee.

9. Adjournment. A majority of the Trustees present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

10. Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the manner specified in
Section 6 of this Article III to the Trustees who were present at the time of the adjournment.

11. Action Without a Meeting. Unless the 1940 Act requires that a particular action be taken only at a meeting at which the Trustees are present in person, any action to be taken by the Trustees at a meeting may be taken without such meeting by the written consent of a majority of the Trustees then in office. Any such written consent may be executed and given by telecopy or similar electronic means. Such written consents shall be filed with the minutes of the proceedings of the Trustees. If any action is so taken by the Trustees by the written consent of less than all of the Trustees, prompt notice of the taking of such action shall be furnished to each Trustee who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.

12. Fees and Compensation of Trustees. Trustees and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the Trustees. This
Section 12 shall not be construed to

preclude any Trustee from serving the Trust in any other capacity as an officer, agent, employee, or otherwise and receiving compensation for those services.

13. Delegation of Power to Other Trustees. Any Trustee may, by power of attorney, delegate his or her power for a period not exceeding six (6) months at any one time to any other Trustee or Trustees; provided that in no case shall fewer than two (2) Trustees personally exercise the powers granted to the Trustees, except as otherwise expressly provided herein or by resolution of the Trustees. Except where applicable law may require a Trustee to be present in person, a Trustee represented by another Trustee pursuant to such power of attorney shall be deemed to be present for purposes of establishing a quorum and satisfying the required vote of Trustees.

14. Chairman. The Trustees may elect a Chairman. The Chairman, if such is elected, shall if present preside at meetings of the Trustees and shall, subject to the control of the Trustees, have general supervision, direction and control of the business and the officers of the Trust and exercise and perform such other powers and duties as may be from time to time assigned to him by the Trustees or prescribed by the Declaration of Trust or these By-Laws. The Chairman, if there be one, shall be a Trustee and may but need not be a Shareholder.

1. Committees of Trustees. The Trustees may by resolution designate one or more committees, each consisting of two (2) or more Trustees, to serve at the pleasure of the Trustees. The Trustees may designate one or more Trustees as alternate members of any committee who may replace any absent member at any meeting of the committee. Any committee to the extent provided in the resolution of the Trustee, shall have the authority of the Trustees, except with respect to:

(a) the approval of any action which under applicable law requires approval by a majority of the entire authorized number of Trustees or certain Trustees;

(b) the filling of vacancies of Trustees;

(c) the fixing of compensation of the Trustees for services generally or as a member of any committee;

(d) the amendment or termination of the Declaration of Trust or any Series or Class or amendment of the By-Laws or the adoption of new By-Laws;

(e) the amendment or repeal of any resolution of the Trustees which by its express terms is not so amendable or repealable;

(f) a distribution to the Shareholders of the Trust, except at a rate or in a periodic amount or within a designated range determined by the Trustees; or

(g) the appointment of any other committees of the Trustees or the members of such new committees.

2. Meetings and Action of Committees. Meetings and action of committees shall be governed by and held and taken in accordance with the provisions of Article III of these By-Laws, with such changes in the context thereof as are necessary to substitute the committee and its members for the Trustees generally, except that the time of regular meetings of committees may be determined either by resolution of the Trustees or by resolution of the committee. Special meetings of committees may also be called by resolution of the Trustees. Alternate members shall be given notice of meetings of committees and shall have the right to attend all meetings of committees. The Trustees may adopt rules for the governance of any committee not inconsistent with the provisions of these By-Laws.

1. Officers. The officers of the Trust shall be a President, a Secretary, a Chief Compliance Officer and a Treasurer. The Trust may also have, at the discretion of the Trustees, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person. Any officer may but need not be a Trustee or Shareholder.

2. Election of Officers. The officers of the Trust, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the Trustees, and each shall serve at the pleasure of the Trustees, subject to the rights, if any, of an officer under any contract of employment.

3. Subordinate Officers. The Trustees may appoint and may empower the President to appoint such other officers as the business of the Trust may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these By-Laws or as the Trustees may from time to time determine.

4. Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Trustees at any regular or special meeting of the Trustees. With the exception of the Chief Compliance Officer, any officer may be removed by the principal executive officer or by such other officer upon whom such power of removal may be conferred by the Trustees.

Any officer may resign at any time by giving written notice to the Trust. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Trust under any contract to which the officer is a party.

5. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these By-Laws for regular appointment to that office. The President may make temporary appointments to a vacant office pending action by the Trustees, except in the case of the Chief Compliance Officer.

6. President. The President shall be the chief operating officer of the Trust and shall, subject to the control of the Trustees and the Chairman, have general supervision, direction and control of the business and the officers of the Trust. He or she shall preside at all meetings of the Trustees in the absence of the Chairman. He or she shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Trustees, the Declaration of Trust or these By-Laws.

7. Vice Presidents. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Trustees or if not ranked, the Executive Vice President (who shall be considered first ranked) and such other Vice Presidents as shall be designated by the Trustees, shall perform all the duties of the President and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Trustees, the President or by these By-Laws.

8. Secretary. The Secretary shall keep or cause to be kept at the principal executive office of the Trust or such other place as the Trustees may direct a book of minutes of all meetings and actions of Trustees, committees of Trustees and Shareholders with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Trustees' meetings or committee meetings, the number of Shares present or represented at meetings of Shareholders and the proceedings.

The Secretary shall keep or cause to be kept at the principal executive office of the Trust or at the office of the Trust's transfer agent or registrar, a Share register or a duplicate Share register showing the names of all Shareholders and their addresses, the number and classes of Shares held by each, the number and date of certificates issued for the same and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give or cause to be given notice of all meetings of the Shareholders and of the Trustees (or committees thereof) required to be given by these By-Laws or by applicable law and shall have such other powers and perform such other duties as may be prescribed by the Trustees or by these By-Laws.

9. Chief Compliance Officer. The Chief Compliance Officer shall be elected by a majority of the Trustees, including a majority of the Trustees who are not interested persons pursuant to Section 2(a)(19) of the Investment Company Act of 1940 (the "1940 Act"), and otherwise in accordance with Rule 38a-1 under the 1940 Act. The Chief Compliance Officer shall perform the duties and have the responsibilities outlined in Rule 38a-1 of the 1940 Act and shall perform such other duties and have such other responsibilities as from time to time may be assigned to him by the Trustees. The Chief Compliance Officer's compensation shall be determined by the Trustees. The Chief Compliance Officer shall report directly to the Trustees or a committee of the Trustees in carrying out his functions.

10. Treasurer. The Treasurer shall be the chief financial officer and chief accounting officer of the Trust and shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Trust and each Series and Class thereof, including accounts of the assets, liabilities, receipts, disbursements, gains, losses, capital and retained earnings of all Series and Classes thereof. The books of account shall at all reasonable times be open to inspection by any Trustee.

The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Trust with such depositaries as may be designated by the Board of Trustees. He or she shall disburse the funds of the Trust as may be ordered by the Trustees, shall render to the President and Trustees, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Trust and shall have other powers and perform such other duties as may be prescribed by the Trustees or these By-Laws.

1. Agents, Proceedings, Expenses. For the purpose of this Article, "agent" means any Person who is or was a Trustee, officer, employee or other agent of the Trust or is or was serving at the request of the Trust as a trustee, director, officer, employee or agent of another organization in which the Trust has any interest as a Shareholder, creditor or otherwise: "proceeding" means any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including appeals); and "expenses" includes, without limitation, accountant's and attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and all other liabilities whatsoever.

2. Indemnification. Subject to the exceptions and limitations contained in
Section 3 below, every agent shall be indemnified by the Trust to the fullest extent permitted by law against all liabilities and against all expenses reasonably incurred or paid by him or her in connection with any proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been an agent.

3. Limitations, Settlements. No indemnification shall be provided hereunder to an agent:

(a) who shall have been adjudicated by the court or other body before which the proceeding was brought to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office (collectively, "disabling conduct"); or

(b) with respect to any proceeding disposed of (whether by settlement, pursuant to a consent decree or otherwise) without an adjudication by the court or other body before which the proceeding was brought that such agent was liable to the Trust or its Shareholders by reason of disabling conduct, unless there has been a determination that such agent did not engage in disabling conduct:

(i) by the court or other body before which the proceeding was brought;

(ii) by at least a majority of those Trustees who are neither Interested Persons (within the meaning of the 1940 Act) of the Trust nor are parties to the proceeding based upon a review of readily available facts (as opposed to a full trial-type inquiry); or

(iii) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry);

provided, however, that indemnification shall be provided hereunder to an agent with respect to any proceeding in the event of (1) a final decision on the merits by the court or other body before which the proceeding was brought that the agent was not liable by reason of disabling conduct, or (2) the dismissal of the proceeding by the court or other body before which it was brought for insufficiency of evidence of any disabling conduct with which such agent has been charged.

4. Insurance, Rights Not Exclusive. The rights of indemnification herein provided may be insured against by policies maintained by the Trust on behalf of any agent, shall be severable, shall not be exclusive of or affect any other rights to which any agent may now or hereafter be entitled and shall inure to the benefit of the heirs, executors and administrators of any agent.

5. Advance of Expenses. Expenses incurred by an agent in connection with the preparation and presentation of a defense to any proceeding may be paid by the Trust from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such agent that such amount will be paid over by him or her to the Trust if it is ultimately determined that he or she is not entitled to indemnification under this Article VI; provided, however, that (a) such agent shall have provided appropriate security for such undertaking, (b) the Trust is insured

against losses arising out of any such advance payments or (c) either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the proceeding, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a trial-type inquiry or full investigation), that there is reason to believe that such agent will be found entitled to indemnification under this Article VI.

6. Experts and Lead Independent Trustee. The appointment, designation or identification of a Trustee as Chairman or Co-Chairman of the Board of Trustees, a member or chair of a committee of the Board of Trustees, an expert on any topic or in any area (including an audit committee financial expert), or the lead independent Trustee, shall not (a) impose on that person any duty, obligation or liability that is greater than the duties, obligations and liabilities imposed on that person as a Trustee in the absence of the appointment, designation or identification or (b) affect in any way such Trustee's rights or entitlement to indemnification in such absence, and no Trustee who has special skills or expertise, or is appointed, designated or identified as an expert as aforesaid, shall (x) be held to a higher standard of care by virtue thereof or (y) be limited with respect to indemnification to which such Trustee would otherwise be entitled.

7. Fiduciaries of Employee Benefit Plan. This Article does not apply to any proceeding against any Trustee, investment manager or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of this Trust as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a Trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than this Article.

1. Maintenance and Inspection of Share Registrar. The Trust shall maintain at its principal executive office or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Trustees, a record of its Shareholders, giving the names and addresses of all Shareholders and the number and Series (and, as applicable, Class) of Shares held by each Shareholder. Subject to such reasonable standards (including standards governing what information and documents are to be furnished and at whose expense) as may be established by the Trustees from time to time, the record of the Trust's Shareholders shall be open to inspection upon the written request of any Shareholder at any reasonable time during usual business hours for a purpose reasonably related to the holder's interests as a Shareholder.

2. Maintenance and Inspection of By-Laws. The Trust shall keep at its principal executive office the original or a copy of these By-Laws as amended to date, which shall be open to inspection by the Shareholders at all reasonable times during office hours.

3. Maintenance and Inspection of Other Records. The accounting books and records and minutes of proceedings of the Shareholders and the Trustees and any committee or committees of the Trustees shall be kept at such place or places designated by the Trustees or in the absence of such designation, at the principal executive office of the Trust. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. Minutes and accounting books and records shall be open to inspection upon the written request of any Shareholder at any reasonable time during usual business hours for a purpose reasonably related to the holder's interests as a Shareholder. Any such inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Notwithstanding the foregoing, the Trustees shall have the right to keep confidential from Shareholders for such period of time as the Trustees deem reasonable, any information which the Trustees reasonably believe to be in the nature of trade secrets or other information the disclosure of which the Trustees in good faith believe is not in the best interests of the Trust or could damage the Trust or its business or which the Trust is required by law or by agreement with a third party to keep confidential.

4. Inspection by Trustees. Every Trustee shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

5. Financial Statements. A copy of any financial statements and any income statement of the Trust for each semi-annual period of each fiscal year and accompanying balance sheet of the Trust as of the end of each such period that has been prepared by the Trust shall be kept on file in the principal executive office of the Trust for at least twelve (12) months and each such statement shall be exhibited at all reasonable times to any Shareholder demanding an examination of any such statement or a copy shall be mailed to any such Shareholder.

The semi-annual income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the Trust or the certificate of an authorized officer of the Trust that the financial statements were prepared without audit from the books and records of the Trust.

1. Checks, Drafts, Evidence of Indebtedness. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Trust shall be signed or endorsed in such manner and by such person or persons as shall be designated from time to time in accordance with the resolution of the Board of Trustees.

2. Contracts and Instruments; How Executed. The Trustees, except as otherwise provided in these By-Laws, may authorize any officer or officers, agent or agents, to enter into

any contract or execute any instrument in the name of and on behalf of the Trust and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Trustees or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the Trust by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

3. Certificates for Shares. The Trustees may at any time authorize the issuance of Share certificates for any one or more Series or Classes. In that event, each Shareholder of an affected Series or Class shall be entitled upon request to receive a certificate evidencing such Shareholder's ownership of Shares of the relevant Series or Class (in such form as shall be prescribed from time to time by the Trustees). All certificates shall be signed in the name of the Trust by the President or Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number of Shares and the Series of Shares owned by the Shareholders. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the Trust with the same effect as if that person were an officer, transfer agent or registrar at the date of issue. Notwithstanding the foregoing, the Trust may adopt and use a system of issuance, recordation and transfer of its Shares by electronic or other means.

4. Lost Certificates. Except as provided in this Section 4, no new certificates for Shares shall be issued to replace an old certificate unless the latter is surrendered to the Trust and canceled at the same time. The Trustees may, in the event any Share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Trustees may require, including a provision for indemnification of the Trust secured by a bond or other adequate security sufficient to protect the Trust against any claim that may be made against it, including any expense or liability on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

5. Representation of Shares of Other Entities held by Trust. The President or any Vice President or any other person authorized by the Trustees or by any of the foregoing designated officers, is authorized to vote or represent on behalf of the Trust any and all Shares of any corporation, partnership, trusts, or other entities, foreign or domestic, standing in the name of the Trust. The authority granted may be exercised in person or by a proxy duly executed by such designated person.

6. Fiscal Year. The fiscal year of the Trust shall be fixed and refixed or changed from time to time by the Trustees. The fiscal year of the Trust shall be the taxable year of each Series and Class of the Trust.

7. Seal. The seal of the Trust shall consist of a flat-faced dye with the words "Phoenix Equity Trust, Delaware Statutory Trust, 2000" cut or engraved thereon. However, unless otherwise required by the Trustees, the seal shall not be necessary to be placed on, and its

absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust.

1. Amendment. Except as otherwise provided by applicable law or by the Declaration of Trust, these By-Laws may be restated, amended, supplemented or repealed by the Trustees, provided that no restatement, amendment, supplement or repeal hereof shall limit the rights to indemnification or insurance provided in Article VI hereof with respect to any acts or omissions of agents (as defined in Article VI) of the Trust prior to such amendment.

2. Incorporation by Reference into Agreement and Declaration of Trust by the Trust. These By-Laws and any amendments thereto shall be deemed incorporated by reference in the Declaration of Trust.

Amended on: November 16, 2005.

EXHIBIT b.2

AMENDMENT NO. 1 TO
AMENDED & RESTATED BY-LAWS

AMENDMENT NO. 1

to

AMENDED & RESTATED

BY-LAWS

of

PHOENIX EQUITY TRUST

A Delaware Statutory Trust

4. Manner of Giving Notice; Affidavit of Notice. Notice of any meeting of shareholders shall be given either personally or by mail or telegraphic or other written communication, charges prepaid, addressed to the Shareholder at the address of that Shareholder appearing on the books of the Trust or its transfer agent or given by the Shareholder to the Trust for the purpose of notice. If no such address appears on the Trust's books or is given, notice shall be deemed to have been given if sent to that Shareholder by mail or telegraphic or other written communication to the Trust's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication or, where notice is given by publication, on the date of publication.

If any notice addressed to a Shareholder at the address of that Shareholder appearing on the books of the Trust is returned to the Trust by the United States Postal Service marked to indicate that the Postal Service is unable to deliver the notice to the Shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the Shareholder on written demand of the Shareholder at the principal executive office of the Trust for a period of one year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any meeting of Shareholders shall be filed and maintained in the minute book of the Trust.

Approved: August 23, 2006

EXHIBIT d.11

FIRST AMENDMENT
TO SUBADVISORY AGREEMENT

THIS AMENDMENT, effective as of the 1st day of September, 2006 amends that certain Subadvisory Agreement effective October 21, 2004 (the "Agreement"), among Phoenix Equity Trust, a Delaware statutory trust on behalf of its series Phoenix Mid-Cap Value Fund (the "Fund"), Phoenix Investment Counsel, Inc., a Massachusetts corporation (the "Adviser") and Sasco Capital, Inc., a Connecticut corporation (the "Subadviser") as follows:

1. The following provision is hereby added as Section 19 to the Agreement:

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. The Fund shall provide the Subadviser with a list of investment companies sponsored by Phoenix 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.

2. All provisions of the Agreement remain in full force and effect and are unchanged in any other respects.

3. 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.

[Signature Page Follows]

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

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:

SASCO CAPITAL, INC.

By:/s/ Hoda Biba
   -----------------------------
   Name:   Hoda Bibi
   Title:  President and Managing Director

EXHIBIT e.2

PEPCO SALES AGREEMENT

[LOGO]PHOENIXFUNDS(SM)
A member of The Phoenix Companies, Inc.

PHOENIX EQUITY PLANNING CORPORATION
56 Prospect St.
P.O. Box 150480
Hartford, CT 06115-0480

PHOENIX FUNDS
SALES AGREEMENT

To: Dealer Name _______________________________________________________________

Address ___________________________________________________________________

City, State, Zip __________________________________________________________

Attention _________________________________________________________________

Telephone Number __________________________________________________________

Phoenix Equity Planning Corporation ("PEPCO", "we", "us", or "our") invites you to participate in the sale and distribution of shares of registered investment companies (which shall collectively be referred to hereinafter as the "Funds") for which we are national distributor or principal underwriter, and which may be listed in Annex A hereto which such Annex may be amended by us from time to time. Upon acceptance of this agreement by PEPCO, you may offer and sell shares of each of the Funds (hereafter "Shares") subject, however, to the terms and conditions hereof including our right to suspend or cease the sale of such shares. For the purposes hereof, the above referenced dealer shall be referred to as "you".

1. You understand and agree that in all sales of Shares to the public, you shall act as dealer for your own account. All purchase orders and applications are subject to acceptance or rejection by us in our sole discretion and are effective only upon confirmation by us. Each purchase will be deemed to have been consummated in our principal office subject to our acceptance and effective only upon confirmation to you by us.

2. You agree that all purchases of Shares by you shall be made only for the purpose of covering purchase orders already received from your customers (who may be any person other than a securities dealer or broker) or for your own bona-fide investment.

3. You shall offer and sell Shares purchased pursuant to this agreement for the purpose of covering purchase orders of your customers, to the extent applicable, (a) at the current public offering price ("Offering Price") for Class A Shares or (b) at the Net Asset Value for Class B and Class C shares as set forth in the current prospectus of each of the funds. The offer and sale of Class B Shares by you is subject to Annex B hereto, "Compliance Standards for the Sale of the Phoenix Funds Under Their Alternative Purchase Arrangements".

4. You shall pay us for Shares purchased within three (3) business days of the date of our confirmation to you of such purchase or within such time as required by applicable rule or law. The purchase price shall be (a) the Offering Price, less only the applicable dealer discount (Dealer Discount) for Class A Shares, if applicable, or (b) the Net Asset Value, less only the applicable sales commission (Sales Commission) for Class B or Class C Shares, if applicable, as set forth in the current prospectus at the time the purchase is received by us. We have the right, without notice, to cancel any order for which payment of good and sufficient funds has not been received by us as provided in this paragraph, in which case you may be held responsible for any loss suffered by us resulting from your failure to make payment as aforesaid.

5. You understand and agree that any Dealer Discount, Sales Commission or fee is subject to change from time to time without prior notice. Any orders placed after the effective date of any such change shall be subject to the Dealer Discount or Sales Commission in effect at the time such order is received by us.

6. You understand and agree that Shares purchased by you under this Agreement will not be delivered until payment of good and sufficient funds has been received by us. Delivery of Shares will be made by credit to a shareholder open account unless delivery of certificates is specified in the purchase order. In order to avoid unnecessary delay, it is understood that, at your request, any Shares resold by you to one of your customers will be delivered (whether by credit to a shareholder open account or by delivery of certificates) in the name of your customer.

7. You understand that on all purchases of Shares to which the terms of this Agreement are applicable by a shareholder for whom you are dealer of record, we will pay you an amount equal to the Dealer Discount, Sales Commission or fees which would have been paid to you with respect to such Shares if such Shares had been purchased through you. You understand and agree that the dealer of record for this purpose shall be the dealer through whom such shareholder most recently purchased Shares of such fund, unless the shareholder or you have instructed us otherwise. You understand that all amounts payable to you under this paragraph and currently payable under this agreement will be paid as of the end of the month unless specified otherwise for the total amount of Shares to which this paragraph is applicable but may be paid more frequently as we may determine in our discretion. Your request for Dealer Discount or Sales Commission reclaims will be considered if adequate verification and documentation of the purchase in question is supplied to us, and the reclaim is requested within three years of such purchase.

8. We appoint the transfer agent (or identified sub-transfer agent) for each of the Funds as our agent to execute the purchase transaction of Shares and to confirm such purchases to your customers on your behalf, and you guarantee the legal capacity of your customers so purchasing such Shares. You further understand that if a customer's account is established without the customer signing the application form, you hereby represent that the instructions relating to the registration and shareholder options selected (whether on the application form, in some other document or orally) are in accordance with the customer's instructions and you agree to indemnify the Funds, the transfer agent (or identified sub-transfer agent) and us for any loss or liability resulting from acting upon such instructions.

9. Upon the purchase of Class A Shares pursuant to a Letter of Intent, you will promptly return to us any excess of the Dealer Discount previously allowed or paid to you over that allowable in respect to such larger purchases.

10. Unless at the time of transmitting a purchase order you advise us to the contrary, we may consider that the investor owns no other Shares and may further assume that the investor is not entitled to any lower sales charge than that accorded to a single transaction in the amount of the purchase order, as set forth in the current prospectus.

11. You understand and agree that if any Shares purchased by you under the terms of this Agreement are, within seven (7) business days after the date of our confirmation to you of the original purchase order for such Shares, repurchased by us as agent for such fund or are tendered to such fund for redemption, you shall forfeit the right to, and shall promptly pay over to us the amount of, any Dealer Discount or Sales Commission allowed to you with respect to such Shares. We will notify you of such repurchase or redemption within ten (10) days of the date upon which certificates are delivered to us or to such fund or the date upon which the holder of Shares held in a shareholder open account places or causes to be placed with us or with such fund an order to have such shares repurchased or redeemed.

12. You agree that, in the case of any repurchase of any Shares made more than seven (7) business days after confirmation by us of any purchase of such Shares, except in the case of Shares purchased from you by us for your own bona fide investment, you will act only as agent for the holders of such Shares and will place the orders for repurchase only with us. It is understood that you may charge the holder of such Shares a fair commission for handling the transaction.

13. Our obligations to you under this Agreement are subject to all the provisions of the respective distribution agreements entered into between us and each of the Funds. You understand and agree that in

performing your services under this agreement you are acting in the capacity of an independent contractor, and we are in no way responsible for the manner of your performance or for any of your acts or omissions in connection therewith. Nothing in the Agreement shall be construed to constitute you or any of your agents, employees, or representatives as our agent, partner or employee, or the agent, partner of employee of any of the Funds.

In connection with the sale and distribution of shares of Phoenix Funds, you agree to indemnify and hold us and our affiliates, employees, and/or officers harmless from any damage or expense as a result of (a) the negligence, misconduct or wrongful act by you or any employee, representative, or agent of yours and/or (b) any actual or alleged violation of any securities laws, regulations or orders. Any indebtedness or obligation of yours to us whether arising hereunder or otherwise, and any liabilities incurred or moneys paid by us to any person as a result of any misrepresentation, wrongful or unauthorized act or omission, negligence of, or failure of you or your employees, representatives or agents to comply with the Sales Agreement, shall be set off against any compensation payable under this agreement. Any differential between such expenses and compensation payable hereunder shall be payable to us upon demand. The terms of this provision shall not be impaired by the termination of this agreement.

In connection with the sale and distribution of shares of Phoenix Funds, we agree to indemnify and hold you harmless from any damage or expense on account of the gross and willful negligence, misconduct or wrongful act of us or any employee, representative, or agent of ours which arises out of or is based upon any untrue statement or alleged untrue statement of material fact, or the omission or alleged omission of a material fact in: (i) any registration statement, including any prospectus or any post-effective amendment thereto; or (ii) any material prepared and/or supplied by us for use in conjunction with the offer or sale of Phoenix Funds; or (iii) any state registration or other document filed in any state or jurisdiction in order to qualify any Fund under the securities laws of such state or jurisdiction. The terms of this provision shall not be impaired by the termination of this agreement.

14. We will supply you with reasonable quantities of the current prospectus, periodic reports to shareholders, and sales materials for each of the Funds. You agree not to use any other advertising or sales material relating to the sale of shares of any of the Funds unless other advertising or sales material is pre-approved in writing by us.

15. You agree to offer and sell Shares only in accordance with the terms and conditions of the then current prospectus of each of the Funds and subject to the provisions of this Agreement, and you will make no representations not contained in any such prospectus or any authorized supplemental sales material supplied by us. You agree to use your best efforts in the development and promotion of sales of the Shares covered by this Agreement, and agree to be responsible for the proper instruction, training and supervision of all sales representatives employed by you in order that such Shares will be offered in accordance with the terms and conditions of this Agreement and all applicable laws, rules and regulations. All expenses incurred by you in connection with your activities under this Agreement shall be borne by you. In consideration for the extension of the right to exercise telephone exchange and redemption privileges to you and your registered representatives, you agree to bear the risk of any loss resulting from any unauthorized telephone exchange or redemption instructions from you or your registered representatives. In the event we determine to refund any amounts paid by any investor by reason of such violation on your part, you shall forfeit the right to, and pay over to us, the amount of any Dealer Discount or Sales Commission allowed to you with respect to the transaction for which the refund is made.

16. You represent that you are properly registered as a broker or dealer under the Securities and Exchange Act of 1934 and are member of the National Association of Securities Dealers, Inc. (NASD) and agree to maintain membership in the NASD or in the alternative, that you are a foreign dealer not eligible for membership in the NASD. You agree to notify us promptly of any change, termination or suspension of the foregoing status. You agree to abide by all the rules and regulations of the NASD, including NASD Conduct Rule 2830, which is incorporated herein by reference as if set forth in full. You further agree to comply with all applicable state and Federal laws and the rules and regulations of applicable regulatory agencies. You further agree that you will not sell, or offer for sale, Shares in any jurisdiction in which such Shares have not been duly registered or qualified for sale. You agree to promptly notify us with respect to (a) the initiation and disposition of any formal disciplinary action by the NASD or any other agency or instrumentality having jurisdiction with respect to the subject matter hereof against you or any

of your employees or agents; (b) the issuance of any form of deficiency notice by the NASD or any such agency regarding your training, supervision or sales practices; and (c) the effectuation of any consensual order with respect thereto.

16.1 Patriot Act. You shall employ policies and procedures designed to comply with the rules and regulations promulgated from time to time by the Office of Foreign Asset Control (including transactions involving embargoed countries or Specifically Designated Nationals and Blocked Persons) and all other applicable money laundering restrictions, including, without limitation, such restrictions as may be adopted pursuant to the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act) of 2001 with respect to similarly situated financial institutions as PEPCO. You agree that you will perform the Customer Identification Program requirements of the USA Patriot Act, as applicable, with respect to Accounts established and transactions made pursuant to this Agreement.

16.2 Sarbanes-Oxley Act. You agree to cooperate with PEPCO and will facilitate the filing by PEPCO, each underlying registered investment companies (collectively, the "Funds") and/or their respective officers and auditors of any and all certifications or attestations as required by the Sarbanes-Oxley Act of 2002, including, without limitation, furnishing such sub-certifications from your relevant officers with respect to the services performed by you under this Agreement as reasonably requested from time to time.

16.3 Rule 38a-1. Upon reasonable request, you agree to provide your written policies and procedures to the Funds' chief compliance officer for review and the Funds' board of trustees' approval to assist our compliance with Rule 38a-1 under the Investment Company Act of 1940, as amended. You further agree to cooperate with PEPCO in its review of such written policies and procedures, including, without limitation, furnishing such certifications and sub-certifications as PEPCO shall reasonably request from time to time. You agree that you shall promptly notify PEPCO and Funds in the event that a "material compliance matter" (as such term is defined pursuant to Rule 38a-1 under the 1940 Act) arises with respect the services you provide under this Agreement.

16.4 Late Trading. You will accept no orders for the purchase and redemption of Fund shares after 4:00 p.m. Eastern time on any Business Day. For the purposes hereof, a "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which a Fund calculates its net asset value pursuant to the rules of the Securities and Exchange Commission (hereinafter, the "SEC"), as amended from time to time, subject to such terms and conditions as may be set forth in the registration statements for the Funds as filed with the SEC, as the same shall be amended from time to time.

16.5 Market Timing. PEPCO may refuse to sell shares of any Fund (or series thereof) to any person, or suspend or terminate the offering of shares of any Fund (or series thereof), if such action is required by law or by regulatory authorities having jurisdiction with respect to PEPCO or Fund, as the case may be, or is, in the reasonable discretion of PEPCO, reasonably necessary in order to protect the best interests of its investors. You shall establish and maintain policies and procedures reasonably designed to detect, monitor and deter (including, without limitation, rejecting specific purchase orders) account owners (or their agents) whose purchase and redemption activity follows a market timing pattern, and to take such other actions as you deem necessary to discourage or reduce market timing activity. For the purposes hereof, "market timing activity" shall mean and refer to any discernable pattern of excessive trading in and out of a Fund (or series thereof) by one or more account owners (or their agents), including, without limitation, any purchase and sale (round trip) in and out of a single series of a Fund within any thirty day period. The parties acknowledge that, if necessary, such policies and procedures may include the identification of account owners engaged in such market timing activity and the imposition of restrictions on their requests to purchase or exchange Fund shares. You shall provide reasonable reports regarding your implementation and enforcement of such restrictions on purchase and redemption activity that follows a market-timing pattern upon request.

17. Either party may terminate this agreement for any reason by written or electronic notice to the other party which termination shall become effective fifteen (15) days after the date of mailing or electronically

transmitting such notice to the other party. We may also terminate this agreement for cause or as a result of a violation by you, as determined by us in our discretion, of any of the provisions of this Agreement, said termination to be effective on the date of mailing written or electronic notice to you of the same. Without limiting the generality of the foregoing, your own expulsion from the NASD will automatically terminate this Agreement without notice. Your suspension from the NASD or violation of applicable state or Federal laws or rules and regulations of applicable regulatory agencies will terminate this Agreement effective upon the date of our mailing written notice or transmitting electronic notice to you of such termination. Our failure to terminate this Agreement for any cause shall not constitute a waiver of our right to so terminate at a later date.

18. All communications and notices to you or us shall be sent to the addresses set forth at the beginning of this Agreement or to such other address as may be specified in writing from time to time.

19. PEPCO agrees to comply with all laws, rules, regulations, and ordinances relating to privacy, confidentiality, security, data security, and the handling of customer information which may from time to time be established. PEPCO agrees not to disclose or use any consumer nonpublic personal information (including nonpublic personal financial information and nonpublic personal health information), which may be supplied by you to PEPCO in performance under this Agreement other than to: a) carry out the purpose for which the information was provided; and b) to use or disclose the information as otherwise permitted or required by law. You agree to comply with all laws, rules, regulations, and ordinances relating to privacy, confidentiality, security, data security, and the handling of customer information which may from time to time be established. You agree not to disclose or use any consumer nonpublic personal information (including nonpublic personal financial information and nonpublic personal health information), which may be supplied by PEPCO to you in performance under this Agreement other than to: a) carry out the purpose for which the information was provided; and b) to use or disclose the information as otherwise permitted or required by law. This provision will survive and continue in full force and effect after the termination of this Agreement.

20. This agreement shall become effective upon the date of its acceptance by us as set forth herein. This agreement may be amended by PEPCO from time to time. This Agreement and all rights and obligations of the parties hereunder shall be governed by and construed under the laws of the State of Connecticut. This agreement is not assignable or transferable, except that we may assign or transfer this agreement to any successor distributor of the Shares described herein.

ACCEPTED ON BEHALF OF               ACCEPTED ON BEHALF OF
PHOENIX EQUITY PLANNING
CORPORATION:                        __________________________________
                                    Name of Dealer Firm

Date _________________________      Date _____________________________

By ___________________________      By _______________________________

Name   Daniel T. Geraci             Print Name _______________________
     _________________________

Title  President                    Print Title ______________________

______________________________      NASD CRD Number __________________

A member of The Phoenix Companies, Inc.              AMENDED ANNEX A - JUNE 2006
                                                    PHOENIXFUNDS SALES AGREEMENT
                                             PHOENIX EQUITY PLANNING CORPORATION

EQUITY                                                             FIXED INCOME
------                                                             ------------
Phoenix All-Cap Growth Fund                       A B C            Phoenix Bond Fund                                    A B C X
Phoenix Capital Growth Fund                       A B              Phoenix CA Intermediate Tax-Free Bond Fund           X
Phoenix Dynamic Growth Fund                       A C              Phoenix CA Tax-Exempt Bond Fund                      A B
Phoenix Earnings Driven Growth Fund               A B C X          Phoenix Core Bond Fund                               A B C
Phoenix Focused Value Fund                        A C              Phoenix Emerging Markets Bond Fund                   A B C
Phoenix Fundamental Growth Fund                   A C              Phoenix High Yield Fund                              A B C
Phoenix Growth & Income Fund                      A B C            Phoenix High Yield Securities Fund                   A C
Phoenix Growth Opportunities Fund                 A C              Phoenix Institutional Bond Fund                      XY
Phoenix Large-Cap Growth Fund                     A B C X          Phoenix Low-Duration Core Plus Bond Fund             XY
Phoenix Mid-Cap Growth Fund                       A B C            Phoenix Money Market Fund                            A
Phoenix Mid-Cap Value Fund                        A C              Phoenix Multi-Sector Fixed Income Fund               A B C
Phoenix Nifty Fifty Fund                          A B C            Phoenix Multi-Sector Short Term Bond Fund            A B C T
Phoenix Pathfinder Fund                           A C              Phoenix Tax Exempt Bond Fund                         A B
Phoenix Quality Small-Cap Fund                    A C X
Phoenix Relative Value Fund                       A C              ALTERNATIVE
Phoenix Rising Dividends Fund                     A B C X          -----------
Phoenix Small-Cap Growth Fund                     A B C            Phoenix Global Utilities Fund                        A C
Phoenix Small-Cap Sustainable Growth Fund         A C X            Phoenix Market Neutral Fund *                        A B C
Phoenix Small-Cap Value Fund                      A B C            Phoenix Real Estate Securities Fund                  A B C
Phoenix Small-Mid Cap Fund                        A B C X
Phoenix Strategic Growth Fund                     A B C            PHOENIX INSIGHT FUNDS
Phoenix Total Value Fund                          A C              ---------------------
Phoenix Value Equity Fund                         A B C
                                                                   Phoenix Insight Balanced Fund                        A C I
BALANCED                                                           Phoenix Insight Bond Fund                            A C I
--------                                                           Phoenix Insight Core Equity Fund                     A C I
Phoenix Balanced Fund                             A B C            Phoenix Insight Emerging Markets Fund                A C I
Phoenix Income & Growth Fund                      A B C            Phoenix Insight Equity Fund                          A C I
                                                                   Phoenix Insight High Yield Bond Fund                 A C I
INTERNATIONAL/GLOBAL                                               Phoenix Insight International Fund                   A C I
--------------------                                               Phoenix Insight Intermediate Tax-Exempt Fund         A C I
Phoenix Foreign Opportunities Fund                A C X            Phoenix Insight Short/Intermediate Bond Fund         A C I
Phoenix International Strategies Fund             A B C            Phoenix Insight Small-Cap Growth Fund                A C I
Phoenix Worldwide Strategies Fund                 A B C            Phoenix Insight Small-Cap Opportunity Fund           A C I
                                                                   Phoenix Insight Small-Cap Value Fund                 A C I
PHOLIOs                                                            Phoenix Insight Tax-Exempt Bond Fund                 A C I
-------                                                            Phoenix Insight Money Market Fund                    A I
Phoenix Conservative Income PHOLIO(SM)            A C              Phoenix Insight Government Money Market Fund         A I
Phoenix Diversifier PHOLIO(SM)                    A C              Phoenix Insight Tax-Exempt Money Market Fund         A I
Phoenix International PHOLIO(SM)                  A C              Phoenix Insight Index Fund                           A I
Phoenix Wealth Accumulator PHOLIO(SM)             A C              Phoenix Insight Intermediate Government Fund         A I
Phoenix Wealth Builder PHOLIO(SM)                 A C
Phoenix Wealth Guardian PHOLIO(SM)                A C
Phoenix Wealth Preserver PHOLIO(SM)               A C



_______________________________________________________________________________________________________
                   PHOENIX EQUITY PLANNING CORPORATION, ONE AMERICAN ROW, HARTFORD, CT 06102

      MARKETING: (800) 243-4361           CUSTOMER SERVICE: (800) 243-1574             PHOENIXFUNDS.COM

Phoenix Equity Planning Corporation "PEPCO"), principal underwriter of the Phoenix mutual funds, from its own profits and resources, may sponsor training and educational meetings, and may provide additional compensation in the form of trips, merchandise or expense reimbursement. Dealers other than PEPCO may also make customary additional charges for their services in effecting purchases, if they notify the Funds of their intention to do so. Applicable waivers of Class A sales charges and Class B and C contingent deferred sales charges are described in the prospectus.

* The Phoenix Market Neutral Fund currently operates under a separate sales load and dealer compensation schedule for Class B and C shares only. Please refer to the last page of this Annex A for details.

--------------------------------------------------------------------------------
CLASS A SHARES
--------------------------------------------------------------------------------

DEALER CONCESSION:                          CLASS A SHARES
                                 EQUITY, BALANCED, ASSET ALLOCATION,
                                INTERNATIONAL/GLOBAL, ALTERNATIVE FUNDS

     AMOUNT OF                                         DEALER DISCOUNT
     TRANSACTION                    SALES CHARGE        OR AGENCY FEE
     PLUS APPLICABLE RIGHTS       AS PERCENTAGE OF    AS PERCENTAGE OF
     OF ACCUMULATION:              OFFERING PRICE      OFFERING PRICE

     Less than $50,000                 5.75%                5.00%
     $50,000 but under $100,000        4.75                 4.25
     $100,000 but under $250,000       3.75                 3.25
     $250,000 but under $500,000       2.75                 2.25
     $500,000 but under $1,000,000     2.00                 1.75
     $1,000,000 or more                None                 None

                                       CLASS A SHARES                             CLASS A SHARES
                                     FIXED INCOME FUNDS*               PHOENIX MULTI-SECTOR SHORT TERM BOND

AMOUNT OF                                         DEALER DISCOUNT                          DEALER DISCOUNT
TRANSACTION                    SALES CHARGE        OR AGENCY FEE         SALES CHARGE       OR AGENCY FEE
PLUS APPLICABLE RIGHTS       AS PERCENTAGE OF    AS PERCENTAGE OF      AS PERCENTAGE OF    AS PERCENTAGE OF
OF ACCUMULATION:              OFFERING PRICE      OFFERING PRICE        OFFERING PRICE     OFFERING PRICE

Less than $50,000                 4.75%                4.25%                 2.25%              2.00%
$50,000 but under $100,000        4.50                 4.00                  1.25               1.00
$100,000 but under $250,000       3.50                 3.00                  1.00               1.00
$250,000 but under $500,000       2.75                 2.25                  1.00               1.00
$500,000 but under $1,000,000     2.00                 1.75                  0.75               0.75
$1,000,000 or more                None                 None                  None               None

* Excluding All Money Market Funds and Phoenix Multi-Sector Short Term Bond Fund. Shares of the Phoenix Multi-Sector Short Term Bond Fund are offered as indicated above.

DISTRIBUTION FEE: 0.10% For distribution services with respect to the Phoenix Insight Money Market Fund, Phoenix Insight Government Money Market Fund and the Phoenix Insight Tax-Exempt Money Market Fund, PEPCO intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.10% annually, based on the average daily net asset value of such Funds sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 in each such fund to qualify for payment.

SERVICE FEE: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, PEPCO intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class A shares (except Phoenix Money Market Fund) sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more in a Fund Class to qualify for payment in that Fund Class.

TERMS AND CONDITIONS FOR SERVICE AND DISTRIBUTION FEES: The Distribution and Service Fees are paid pursuant to one or more distribution and/or service plans ("Plan") adopted by certain of the Funds pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Act"). Payment of these fees will automatically terminate in the event such Plan terminates or is not continued or in the event that this Agreement terminates, is assigned or ceases to remain in effect. In addition, these fees may be terminated at any time, without the payment of any penalty, by vote of a majority of the members of the Funds' Board of Trustees who are not interested persons of the Funds and have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, or by vote of a majority of the outstanding voting securities of any Fund or Funds on not more than sixty days' written notice to any other party to the Agreement.

$1 MILLION NAV SALES FINDER'S FEE: 1% From its own profits and resources, PEPCO intends to pay a fee to dealers who are responsible for Class A share aggregate purchases of $1 million or more as indicated in the table below. The $1 Million NAV Sales Finder's Fee is not paid on purchases eligible for the Qualified Plan Finder's Fee (see below) or on purchases of any Money Market Fund. For Class A share purchases made prior to January 11, 2006 on which a Finder's Fee was paid, if all or part of such investment is redeemed within one year, the broker-dealer will refund the Finder's Fee to Phoenix Equity Planning Corp.

-----------------------------------------------------------------
 ELIGIBLE CLASS A SHARE FUND SALE         BREAKPOINT PERCENTAGE
------------------------------------ ----------------------------
     $1,000,000 to $3,000,000                     1.00%
------------------------------------ ----------------------------
     $3,000,001 to $10,000,000                    0.50%
------------------------------------ ----------------------------
     Greater than $10,000,000                     0.25%
-----------------------------------------------------------------

QUALIFIED PLAN FINDER'S FEE: 1% From its own profits and resources, PEPCO intends to pay dealers an amount equal to 1% of the first $3 million, 0.50% on the next $3 million and 0.25% on the amount in excess of $6 million of Class A share aggregate purchases by an account held in the name of a qualified employee benefit plan with at least 100 eligible employees. The Qualified Plan Finder's Fee is not paid on purchases eligible for the $1 Million NAV Sales Finder's Fee (see above) or on purchases of any Money Market Fund. For Class A share purchases made prior to January 11, 2006 on which a Finder's Fee was paid, if all or part of such investment is redeemed within one year, the broker-dealer will refund the Finder's Fee to Phoenix Equity Planning Corp.

CDSC: For purchases made on or after January 11, 2006, a contingent deferred sales charge of 1% may apply on certain redemptions made within one year following purchases of Class A shares on which a $1 Million NAV Sales Finder's Fee or a Qualified Plan Finder's Fee has been paid to a dealer. The one year period begins on the last day of the month preceding the month in which the purchase was made. A deferred sales charge may be waived where the investor's dealer of record, due to the nature of the investor's account, notifies the Distributor prior to the time of the investment that the dealer waives the Finder's Fee otherwise payable to the dealer, or agrees to receive such Finder's Fee ratably over a 12 month period.

                    CLASS B SHARES (EXCEPT PHOENIX      PHOENIX MULTI-SECTOR
                  MULTI-SECTOR SHORT TERM BOND FUND)    SHORT TERM BOND FUND

                          SALES COMMISSION:               SALES COMMISSION:
                                  4.0%                           2.0%

YEARS SINCE               CONTINGENT DEFERRED            CONTINGENT DEFERRED
EACH PURCHASE:               SALES CHARGE:                  SALES CHARGE:

    First                         5.0%                           2.0%
    Second                        4.0                            1.5
    Third                         3.0                            1.0
    Fourth                        2.0                            0.0
    Fifth                         2.0                            0.0
    Sixth                         0.0                            0.0

Dealers maintaining omnibus accounts, upon redemption of a customer account within the time frames specified above, shall charge such customer account the appropriate contingent deferred sales charge as indicated and shall forward the proceeds to PEPCO.

SERVICE FEE*: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, PEPCO intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class B shares sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more in a Fund Class to qualify for payment in that Fund Class. The Class B Service Fee is paid beginning in the 13th month following each purchase.

SALES COMMISSION:    1% for all Class C Funds except Phoenix Multi-Sector Short
                     Term Bond Fund
                     0% for Phoenix Multi-Sector Short Term Bond Fund
                     For exchanges from Phoenix Multi-Sector Short Term Bond
                     Fund Class C to other Class C shares, the dealer will
                     receive 1% sales commission on the exchanged amount.

CDSC: 1% Dealers maintaining omnibus accounts, upon redemption of a customer account within the time frames specified below, shall charge such customer account the appropriate contingent deferred sales charge as indicated and shall forward the proceeds to PEPCO. The CDSC on Class C shares is 1% for one year from each purchase. There is no CDSC on the Phoenix Multi-Sector Short Term Bond Fund.

DISTRIBUTION FEE: 0.25% - 0.75% PEPCO intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually for Phoenix Multi-Sector Short Term Bond Fund and 0.75% annually for all other Class C Funds, based on the average daily net asset value of Class C shares sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. The Class C Trail Fee is paid beginning in the 13th month following each purchase except for the Phoenix Multi-Sector Short Term Bond Fund. There is no hold for the Class C Trail Fee for the Phoenix Multi-Sector Short Term Bond Fund.

SERVICE FEE*: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, PEPCO intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class C shares sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. The Class C Service Fee is paid beginning in the 13th month following each purchase. There is no hold for the Class C Service Fee for the Phoenix Multi-Sector Short Term Bond Fund.

FINDER'S FEE (PHOENIX MULTI-SECTOR SHORT TERM BOND FUND ONLY): 0.25% - 0.50% In connection with Class C share purchases of $250,000 or more, PEPCO, from its own profits and resources, intends to pay dealers an amount equal to 0.50% of shares purchased above $250,000 but under $3 million, plus 0.25% on the amount in excess of $3 million. If all or part of such purchases are subsequently redeemed or exchanged to another C share fund within one year of the investment date, the dealer will refund to PEPCO the full Finder's Fee paid.

*TERMS AND CONDITIONS FOR SERVICE AND DISTRIBUTION FEES: The Service and Distribution Fees are paid pursuant to one or more distribution and/or service plans ("Plan") adopted by certain of the Funds pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Act"). Payment of these fees will automatically terminate in the event such Plan terminates or is not continued or in the event that this Agreement terminates, is assigned or ceases to remain in effect. In addition, these fees may be terminated at any time, without the payment of any penalty, by vote of a majority of the members of the Funds' Board of Trustees who are not interested persons of the Funds and have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, or by vote of a majority of the outstanding voting securities of any Fund or Funds on not more than sixty days' written notice to any other party to the Agreement.

** The Phoenix Market Neutral Fund currently operates under a separate sales load and dealer compensation schedule for Class B and C shares only. Please refer to the last page of this Annex A for details.

CLASS B SHARE CONTINGENT DEFERRED SALES CHARGE           CLASS B SHARE DEALER CONCESSION

     YEARS SINCE   CDSC       YEARS SINCE      CDSC

     PURCHASE                 PURCHASE                   4% of purchase amount

     First          5%        Fifth             2%

     Second         4%        Sixth             1%

     Third          3%        Seventh           0%

     Fourth         3%

CLASS C SHARE CONTINGENT DEFERRED SALES CHARGE CLASS C SHARE DEALER CONCESSION

1.25% for one year 1.00%

SERVICE FEE* CLASS B, AND C - PHOENIX MARKET NEUTRAL FUND ONLY

A Service Fee may be paid to financial services firms, for providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders. NASD member firms may also be paid a portion of the asset-based sales charges on Class C Shares, so that these dealers receive such reallowances at the following aggregate annual rates: (i) 0.25% commencing one year after purchase for the Class B Shares and (ii) 0.95% commencing one year after purchase for the Class C Shares.

There is no dealer compensation payable on Class I shares.

DEALER CONCESSION: 1%

CDSC: 1% for one year from the date of each purchase.

SERVICE FEE*: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, PEPCO intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class T shares sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. The Class T Service Fee is paid beginning in the 13th month following each purchase.

DISTRIBUTION FEE: 0.75% PEPCO intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.75% annually, based on the average daily net asset value of Class T shares sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. The Class T Distribution Fee is paid beginning in the 13th month following each purchase.

FINDER'S FEE: 0.10% - 0.50% PEPCO may pay dealers, from its own profits and resources, a percentage of the net asset value of Class X and Class Y shares sold, equal to 0.50% on the first $5 million, 0.25% on the next $5 million, plus 0.10% on the amount in excess of $10 million. If all or part of such purchases are subsequently redeemed within one year of the investment date, the dealer will refund to PEPCO the full Finder's Fee paid.

CLASS Y SERVICE FEE*: 0.25% For providing shareholder services, PEPCO intends to pay qualifying dealers a quarterly fee at the equivalent of 0.25% annually, based on the average daily net asset value of Class Y shares sold by such dealers and remaining on the Funds' books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more in a Fund to qualify for payment in that Fund. No Service Fee is paid on any Class X shares.

*TERMS AND CONDITIONS FOR SERVICE AND DISTRIBUTION FEES: The Service and Distribution Fees are paid pursuant to one or more distribution and/or service plans ("Plan") adopted by certain of the Funds pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Act"). Payment of these fees will automatically terminate in the event such Plan terminates or is not continued or in the event that this Agreement terminates, is assigned or ceases to remain in effect. In addition, these fees may be terminated at any time, without the payment of any penalty, by vote of a majority of the members of the Funds' Board of Trustees who are not interested persons of the Funds and have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, or by vote of a majority of the outstanding voting securities of any Fund or Funds on not more than sixty days' written notice to any other party to the Agreement.

PXP 80A (6/06)

[LOGO]PHOENIXFUNDS(SM)
A member of The Phoenix Companies, Inc. ANNEX B TO DEALER AGREEMENT WITH
PHOENIX EQUITY PLANNING CORPORATION

COMPLIANCE STANDARDS FOR
THE SALE OF THE PHOENIX FUNDS
UNDER THEIR ALTERNATIVE PURCHASE ARRANGEMENTS

As national distributor or principal underwriter of the Phoenix Funds, which offer their shares on both a front-end and deferred sales charge basis, Phoenix Equity Planning Corporation ("PEPCO") has established the following compliance standards which set forth the basis upon which shares of the Phoenix Funds may be sold. These standards are designed for those broker/dealers ("dealers") that distribute shares of the Phoenix Funds and for each dealer's financial advisors/registered representatives.

As shares of the Phoenix Funds are offered with two different sales arrangements for sales and distribution fees, it is important for an investor not only to choose a mutual fund that best suits his investment objectives, but also to choose the sales financing method which best suits his particular situation. To assist investors in these decisions and to ensure proper supervision of mutual fund purchase recommendations, we are instituting the following compliance standards to which dealers must adhere when selling shares of the Phoenix Funds:

1. Any purchase of a Phoenix Fund for less than $250,000 may be either of shares subject to a front-end load (Class A shares) or subject to deferred sales charges (Class B shares).

2. Any purchase of a Phoenix Fund by an unallocated qualified employer sponsored plan for less than $1,000,000 may be either of shares subject to a front-end load (Class A shares) or subject to deferred sales charge (Class B shares). Class B shares sold to allocated qualified employer sponsored plans will be limited to a maximum total value of $250,000 per participant.

3. Any purchase of a Phoenix Fund for $250,000 or more (except as noted above) or which qualifies under the terms of the prospectus for net asset value purchase of Class A shares should be for Class A shares.

GENERAL GUIDELINES

These are instances where one financing method may be more advantageous to an investor than the other. Class A shares are subject to a lower distribution fee and, accordingly, pay correspondingly higher dividends per share. However, because initial sales charges are deducted at the time of purchase, such investors would not have all of their funds invested initially and, therefore, would initially own fewer shares. Investors not qualifying for reduced initial sales charges who expect to maintain their investment for an extended period of time might consider purchasing Class A Shares because the accumulated continuing distribution charges on Class B Shares may exceed the initial sales charge on Class A Shares during the life of the investment.

Again, however, such investors must weigh this consideration against the fact that, because of such initial sales charge, not all of their funds will be invested initially. However, other investors might determine that it would be more advantageous to purchase Class B Shares to have all of their funds invested initially, although remaining subject to higher continuing distribution charges and, for a five-year period, being subject to a contingent deferred sales charge (three years for Asset Reserve).

A National Association of Securities Dealers rule specifically prohibits "breakpoint sales" of front-end load shares. A "breakpoint sale" is a sale to the client of an amount of front-end load (Class A) shares just below the amount which would be subject to the next breakpoint on the fund's sales charge schedule. Because the deferred sales charge on Class B shares is reduced by 1% for each year the shares are held, a redemption of Class B shares just before an "anniversary date" is in some ways analogous to a breakpoint sale. A client might wish to redeem just before an anniversary date for tax or other reasons, and a client who chose to wait would continue to be at market risk. Nevertheless, investment executives should inform clients intending to redeem Class B shares near an anniversary date that, if the redemption were delayed, the deferred sales charge would be reduced.

RESPONSIBILITIES OF BRANCH OFFICE MANAGER (OR OTHER APPROPRIATE REVIEWING OFFICER).

A dealer's branch manager or other appropriate reviewing officer ("the Reviewing Officer") must ensure that the financial advisor/registered representative has advised the client of the available financing methods offered by the Phoenix Funds, and the impact of choosing one method over another. In certain instances, it may be appropriate for the Reviewing Officer to discuss the purchase directly with the client. The reviewing officer should review purchases for Class A or Class B shares given the relevant facts and circumstances, including but not limited to: (a) the specific purchase order dollar amount; (b) the length of time the investor expects to hold his shares; and (c) any other relevant circumstances, such as the availability of purchase under letters of intent or pursuant to rights of accumulation and distribution requirements. The foregoing guidelines, as well as the examples cited above, should assist the Reviewing Officer in reviewing and supervising purchase recommendations and orders.

EFFECTIVENESS

These compliance guidelines are effective immediately with respect to any order for shares of those Phoenix Funds which offer their shares pursuant to the alternative purchase arrangement.

Questions relating to these compliance guidelines should be directed by the dealer to its national mutual fund sales and market group or its legal department or compliance director. PEPCO will advice dealers in writing of any future changes in these guidelines.

PXP80B 10/98

EXHIBIT h.9

SECOND AMENDMENT TO THE
TRANSFER AGENCY AND SERVICE AGREEMENT

SECOND AMENDMENT TO THE
TRANSFER AGENCY AND SERVICE AGREEMENT

PHOENIX FUNDS

THIS SECOND AMENDMENT is made by and between the undersigned entities (hereinafter singularly referred to as a "Fund" and collectively referred to as the "Phoenix Funds" or "Funds"), and Phoenix Equity Planning Corporation (hereinafter referred to as the "Transfer Agent") and amends the Transfer Agency and Service Agreement dated as of June 1, 1994, and amended by a First Amendment dated February 28, 2004 (the "Agreement"), pursuant to which the Transfer Agent has agreed to provide certain transfer agent and related services to the Funds.

W I T N E S S E T H:

WHEREAS, the parties hereto wish to substitute Schedule A of the Agreement to reflect fee schedule changes as permitted pursuant to Article 11 of the Agreement; and

WHEREAS, the Board of Trustees at its May 18, 2005 meeting approved a resolution to modify the Agreement to provide an annual per account rate of $21.25 for daily dividend accounts and $16.95 for non-daily dividend accounts; and

NOW, THEREFORE, in consideration of the forgoing premises and other good and valuable consideration, the parties hereby agree that the Schedule A to the Agreement is hereby substituted by replacing Schedule A with the Schedule A attached hereto and made a part hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officer on this 18th day of May, 2005.

PHOENIX FUNDS:

PHOENIX EQUITY SERIES FUND
PHOENIX EQUITY TRUST
PHOENIX-GOODWIN CALIFORNIA TAX-EXEMPT BOND FUND
PHOENIX INVESTMENT SERIES FUND
PHOENIX INVESTMENT TRUST 97
PHOENIX MULTI-PORTFOLIO FUND
PHOENIX MULTI-SERIES TRUST
PHOENIX PARTNER SELECT FUNDS
PHOENIX SERIES FUND
PHOENIX STRATEGIC ALLOCATION FUND
PHOENIX STRATEGIC EQUITY SERIES FUND

By: /s/ Daniel T. Geraci
   --------------------------------------------------
        Daniel T. Geraci
        President

PHOENIX EQUITY PLANNING CORPORATION

By:/s/ John H. Beers
   --------------------------------------------------
        John H. Beers
        Vice President and Secretary

Annual Maintenance Fees shall be based on the following formula:

AMF Fund = BAMF x SA

Where,

AMF Fund refers to the aggregate Annual Maintenance Fee levied against each respective Fund,

BAMF refers to the Base Annual Maintenance Fee levied against each respective Fund for each shareholder account, as more particularly described below, at the basic annual per account rate of $21.25 for daily dividend accounts and $16.95 for non-daily dividend accounts, and

SA refers to the number of Shareholder Accounts subject to the terms of this Agreement and any and all sub-transfer agent agreements which presently or hereafter may be entered into by the Transfer Agent. For the purpose of computing the foregoing, the Transfer Agent will ascertain the number of Shareholders of each Fund regardless of whether any such Shares are held in accordance with any pooled omnibus accounts or arrangement managed or controlled by any entity, broker/dealer or sub-transfer agent.

o Omnibus Accounts, Per Transaction $2.50
o Closed Accounts, per Account, per month $0.20
o Check Writing Fees:

Privilege set-up $5.00

Per Cleared Check $1.00

Out-of pocket expenses include, but are not limited to: confirmation production, postage, forms, telephone, microfilm, microfiche, stationary and supplies billed as .1122% of postage costs and expenses incurred at the specific direction of any Fund. Postage for mass mailings is due seven days in advance of the mailing date.

This SCHEDULE A effective as of the following dates:

   Phoenix Equity Series Fund                           January 1, 2005
   Phoenix Equity Trust                                 January 1, 2005
   Phoenix-Goodwin California Tax-Exempt Bond Fund      January 1, 2005
   Phoenix Investment Series Fund                       January 1, 2005
   Phoenix Investment Trust 97                          January 1, 2005
   Phoenix Multi-Portfolio Fund                         January 1, 2005
   Phoenix Multi-Series Trust                           January 1, 2005
   Phoenix Partner Select Funds                         January 1, 2005
   Phoenix Series Fund                                  January 1, 2005
   Phoenix Strategic Allocation Fund                    January 1, 2005
   Phoenix Strategic Equity Series Fund                 January 1, 2005

Agreed:

   Phoenix Equity Series Fund
   Phoenix Equity Trust
   Phoenix-Goodwin California Tax-Exempt Bond Fund
   Phoenix Investment Series Fund
   Phoenix Investment Trust 97
   Phoenix Multi-Portfolio Fund
   Phoenix Multi-Series Trust
   Phoenix Partner Select Funds
   Phoenix Series Fund
   Phoenix Strategic Allocation Fund
   Phoenix Strategic Equity Series Fund    Phoenix Equity Planning Corporation



          /s/ Daniel T. Geraci               /s/ John H. Beers
   ------------------------------------    -------------------------------------
   By:    Daniel T. Geraci                   By:    John H. Beers
   Title: President                          Title: Vice President and Secretary

SECURITIES LENDING AUTHORIZATION AGREEMENT

Between

EACH TRUST LISTED ON SCHEDULE B HERETO,
ON BEHALF OF EACH RESPECTIVE SERIES OF EACH SUCH TRUST, SEVERALLY
AND NOT JOINTLY, AS SET FORTH ON SCHEDULE B

and

STATE STREET BANK AND TRUST COMPANY

                                TABLE OF CONTENTS
                                                                           PAGE

1.  DEFINITIONS...............................................................1

2.  APPOINTMENT OF STATE STREET...............................................2

3.  SECURITIES TO BE LOANED...................................................2

4. BORROWERS..................................................................3

5.  SECURITIES LOAN AGREEMENTS................................................5

6.  LOANS OF AVAILABLE SECURITIES.............................................5

7.  DISTRIBUTIONS ON AND VOTING RIGHTS WITH RESPECT TO
      LOANED SECURITIES.......................................................6

8.  COLLATERAL................................................................6

9.  INVESTMENT OF CASH COLLATERAL AND COMPENSATION ...........................7

10. FEE DISCLOSURE............................................................9

11. RECORDKEEPING AND REPORTS.................................................9

12. STANDARD OF CARE..........................................................9

13. REPRESENTATIONS AND WARRANTIES...........................................10

14. BORROWER DEFAULT INDEMNIFICATION.........................................13

15. CONTINUING AGREEMENT AND TERMINATION.....................................14

16. NOTICES..................................................................14

17. SECURITIES INVESTORS PROTECTION ACT......................................16

18. AUTHORIZED REPRESENTATIVES ..............................................13

19. NON-US BORROWERS.........................................................14

20. FORCE MAJEURE...........................................................

21. MISCELLANEOUS............................................................15

22. COUNTERPARTS.............................................................16

23. MODIFICATION.............................................................17

EXHIBITS AND SCHEDULES

SCHEDULE A (Schedule of Fees)

SCHEDULE B (Funds)

SCHEDULE C (Acceptable Forms of Collateral)

SECURITIES LENDING AUTHORIZATION AGREEMENT

Agreement dated the 1st day of August 2005 between EACH OF THE TRUSTS LISTED ON SCHEDULE B HERETO, each a registered management investment company organized and existing under the laws of Delaware (each, a "Trust"), on behalf of each series of each such Trust, severally and not jointly, as listed, respectively, on Schedule B (each such series, a "Fund" and collectively, the "Funds"), and STATE STREET BANK AND TRUST COMPANY and State Street Affiliates (collectively referred to herein as "State Street"), setting forth the terms and conditions under which State Street is authorized to act on behalf of each Fund with respect to the lending of certain securities of each Fund held by State Street as custodian.

This Agreement shall be deemed for all purposes to constitute a separate and discrete agreement between State Street and each Trust on behalf of each respective Fund as listed on Schedule B to this Agreement, as it may be amended by the parties from time to time, and no Fund shall be responsible or liable for any of the obligations of any other Fund under this Agreement or otherwise, notwithstanding anything to the contrary contained herein.

WHEREAS, the Phoenix Series Fund (the "Original Participating Trust") entered into a separate Securities Lending Authorization Agreement (the "Original SLAA") with State Street, dated January 6, 1992; and

WHEREAS, the Original Participating Trust desires to hereby amend and restate its Original SLAA, and the additional Trusts and respective series of shares of each Trust listed on Schedule B hereto desire to enter into this agreement, all as hereinafter provided.

NOW, THEREFORE, in consideration of the mutual promises and of the mutual covenants contained herein, each of the parties does hereby covenant and agree as follows:

(a) "Authorized Representative" means any person who is, or State Street reasonably believes to be, authorized to act on behalf of a Fund with respect to any of the transactions contemplated by this Agreement.

(b) "Available Securities" means the securities of the Funds that are available for Loans pursuant to Section 3.

(c) "Borrower" means any of the entities to which Available Securities may be loaned under a Securities Loan Agreement, as described in Section 4.

(d) "Collateral" means collateral delivered by a Borrower to secure its obligations under a Securities Loan Agreement.

(e) "Investment Manager" when used in any provision, means the person or entity who has discretionary authority over the investment of the Available Securities to which the provision applies.

(f) "Loan" means a loan of Available Securities to a Borrower.

(g) "Loaned Security" shall mean any "security" which is delivered as a Loan under a Securities Loan Agreement; provided that, if any new or different security shall be exchanged for any Loaned Security by recapitalization, merger, consolidation, or other corporate action, such new or different security shall, effective upon such exchange, be deemed to become a Loaned Security in substitution for the former Loaned Security for which such exchange was made.

(h) "Market Value" of a security means the market value of such security (including, in the case of a Loaned Security that is a debt security, the accrued interest on such security) as determined by the independent pricing service designated by State Street, or such other independent sources as may be selected by State Street on a reasonable basis.

(i) "Securities Loan Agreement" means the agreement between a Borrower and State Street (on behalf of the Funds) that governs Loans, as described in
Section 5.

(j) "Replacement Securities" means securities of the same issuer, class and denomination as Loaned Securities.

(k) "State Street Affiliate" means any entity that directly or indirectly through one or more intermediaries, controls State Street or that is controlled by or is under common control with State Street.

Each Fund hereby appoints and authorizes State Street as its agent to lend Available Securities to Borrowers in accordance with the terms of this Agreement. State Street shall have the responsibility and authority to do or cause to be done all acts State Street shall determine to be desirable, necessary, or appropriate to implement and administer this securities lending program. Each Fund agrees that State Street is acting as a fully disclosed agent and not as principal in connection with the securities lending program. State Street may take action as agent of the Fund on an undisclosed or a disclosed basis Conditional upon receipt by State Street of express written authorization (the "Third Party Custodian Authorization") on behalf of all (but not less than all) of the Funds after the date hereof, and in no event prior, State Street shall be authorized to request The Bank of New York or JPMorgan Chase Bank to undertake certain custodial functions in connection with holding of the Collateral provided by a Borrower pursuant to the terms hereof. In connection therewith, and subject to having received said Third Party Custodian Authorization, State Street may

instruct The Bank of New York or JPMorgan Chase Bank to establish and maintain a Borrower's account and a State Street account wherein all Collateral, including cash, shall be maintained by such bank (as applicable) in accordance with the terms of a form of custodial arrangement which shall also be consistent with the terms hereof.

All of the Fund's securities held by State Street as custodian shall be subject to this securities lending program and constitute Available Securities hereunder, except those securities which the Fund or the Investment Manager specifically identifies herein or in notices to State Street as not being Available Securities. In the absence of any such identification herein or other notices identifying specific securities as not being Available Securities, State Street shall have no authority or responsibility for determining whether any of the Fund's securities should be excluded from the securities lending program.

The Available Securities may be loaned to any Borrower identified on the Schedule of Borrowers, as such Schedule may be modified from time to time by State Street and the Fund.

State Street shall not be responsible for any statements, representations, warranties or covenants made by any Borrower in connection with any Loan or for any Borrower's performance of or failure to perform the terms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as otherwise expressly provided herein.

Each Fund authorizes State Street to enter into one or more Securities Loan Agreements with such Borrowers as may be selected by State Street. Each Securities Loan Agreement shall have such terms and conditions as State Street may negotiate with the Borrower. Certain terms of individual Loans, including rebate fees to be paid to the Borrower for the use of cash Collateral, shall be negotiated at the time a Loan is made.

State Street shall be responsible for determining whether any Loans shall be made and shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the Fund.

Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to

time. State Street does not represent or warrant that any amount or percentage of the Fund's Available Securities will in fact be loaned to Borrowers. Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement.

Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement and in no event later than the end of the customary settlement period. Upon receiving a notice from the Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event later than the end of the customary settlement period. Each Fund agrees that in the event of a default by a Borrower with respect to a Loan, State Street shall be fully protected in acting in its sole discretion in a manner it deems appropriate.

Each Fund represents and warrants that it is the legal and beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Fund's account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Fund or Investment Manager may, by giving State Street ten (l0) business days' notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Fund's account on the date it is delivered to State Street.

Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to Available Securities that are on loan on the applicable record date for such Available Securities.

Each Fund also acknowledges that any payments of distributions from Borrower to the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend.

If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Fund has first provided State Street with funds to make such payment.

Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as "complementary coupons") declared and payable by such company that are equivalent to a refund of any prepayment of French tax ("equalization tax" or "precompte") or an additional tax credit adjustment ("credit d'impot").

Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does issue fractional shares.

(a) Receipt of Collateral. Each Fund hereby authorizes State Street (or subject to the prior receipt by State Street from the Funds of the Third Party Custodian Authorization, The Bank of New York or JPMorgan Chase Bank as described in Section 2 above) to receive and to hold, on the Fund's behalf, Collateral from Borrowers to secure the obligations of Borrowers with respect to any Loan of Available Securities made on behalf of the Fund pursuant to the Securities Loan Agreements. All investments of cash Collateral shall be for the account and at the risk of the Fund. Concurrently with or prior to the delivery of the Loaned Securities to the Borrower under any Loan, State Street shall receive from the Borrower Collateral in any of the forms listed on Schedule C. Said Schedule may be amended from time to time by State Street and the Fund.

(b) Marking to Market. The initial Collateral received shall have (i) in the case of Loaned Securities denominated in United States Dollars or whose primary trading market is located in the United States, sovereign debt issued by foreign governments (other than Canada) or corporate bonds that are not denominated in United States Dollars (other than those issued in Canada), a value of 102% of the Market Value of the Loaned Securities, or (ii) in the case of Loaned Securities which are not denominated in United States Dollars or whose primary trading market is not located in the United States (and not referenced in (i)), a value of 105% of the Market Value of the Loaned Securities, or (iii) in the case of Loaned

Securities comprised of UK Gilts, a value of 102.5% of the Market Value of the Loaned Securities, or (iv) in all other cases, such other value, but not less than 102% of the Market Value of the Loaned Securities, as may be applicable in the jurisdiction in which such Loaned Securities are customarily traded.

Pursuant to the terms of the applicable Securities Loan Agreement, State Street shall, in accordance with State Street's reasonable and customary practices, mark Loaned Securities and Collateral to their Market Value each business day based upon the Market Value of the Collateral and the Loaned Securities at the close of business employing the most recently available pricing information and receive and deliver Collateral in order to maintain the value of the Collateral at no less than one hundred percent (100%) of the Market Value of the Loaned Securities.

(c) Return of Collateral. The Collateral shall be returned to Borrower at the termination of the Loan upon the return of the Loaned Securities by Borrower to State Street in accordance with the applicable Securities Loan Agreement.

(d) Limitations. State Street shall invest cash Collateral in accordance with any directions, including any limitations established by the Funds and set forth on Schedule A. State Street shall exercise reasonable care, skill, diligence and prudence in the investment of Collateral. Subject to the foregoing limits and standard of care, State Street does not assume any market or investment risk of loss with respect to the investment of cash Collateral. If the value of the cash Collateral so invested is insufficient to return any and all other amounts due to such Borrower pursuant to the Securities Loan Agreement, the Fund shall be responsible for such shortfall as set forth in
Section 9.

To the extent that a Loan is secured by cash Collateral, such cash Collateral, including money received with respect to the investment of the same, or upon the maturity, sale, or liquidation of any such investments, shall be invested by State Street, subject to the directions referred to above, if any, in short-term instruments, short term investment funds maintained by State Street, money market mutual funds and such other investments as State Street may from time to time select, including without limitation, investments in obligations or other securities of State Street or of any State Street Affiliate and investments in any short-term investment fund, mutual fund, securities lending trust or other collective investment fund with respect to which State Street and/or State Street Affiliates provide investment management or advisory, trust, custody, transfer agency, shareholder servicing and/or other services for which they are compensated. State Street does not assume any market or investment risk of loss associated with any investment or change of investment in any such investments, including any cash collateral investment vehicle designated on Schedule A.

Each Fund acknowledges that interests in such mutual funds, securities lending trusts and other collective investment funds, to which State Street and/or one or more of the State

Street Affiliates provide services are not guaranteed or insured by State Street or any of the State Street Affiliates or by the Federal Deposit Insurance Corporation or any government agency. Each Fund hereby authorizes State Street to purchase or sell investments of cash Collateral to or from other accounts held by State Street or State Street Affiliates.

The net income generated by any investment made pursuant to the first paragraph of this Section 9 shall be allocated among the Borrower, State Street, and the Fund, as follows: (a) a portion of such income shall be paid to the Borrower in accordance with the agreement negotiated between the Borrower and State Street; (b) the balance, if any, shall be split between State Street, as compensation for its services in connection with this securities lending program, and the Fund and such income shall be credited to the Fund's account, in accordance with the fee split set forth on Schedule A.

In the event the net income generated by any investment made pursuant to the first paragraph of this Section 9 does not equal or exceed the amount due the Borrower (the rebate fee for the use of cash Collateral) in accordance with the agreement between Borrower and State Street, State Street and the Fund shall, in accordance with the fee split set forth on Schedule A, share the amount equal to the difference between the net income generated and the amounts to be paid to the Borrower pursuant to the Securities Loan Agreement. The Fund shall be solely responsible for any and all other amounts due to such Borrower pursuant to the Securities Loan Agreement and State Street may debit the Fund's account accordingly. In the event debits to the Fund's account produce a deficit therein, State Street shall sell or otherwise liquidate investments made with cash Collateral and credit the net proceeds of such sale or liquidation to satisfy the deficit. In the event the foregoing does not eliminate the deficit, State Street shall have the right to charge the deficiency to any other account or accounts maintained by the Fund with State Street.

To the extent that a Loan is secured by non-cash Collateral, the Borrower shall be required to pay a loan premium, the amount of which shall be negotiated by State Street. Such loan premium shall be allocated between State Street and the Fund as follows: (a) a portion of such loan premium shall be paid to State Street as compensation for its services in connection with this securities lending program, in accordance with Schedule A hereto; and (b) the remainder of such loan premium shall be credited to the Fund's account.

Each Fund hereby agrees that it shall reimburse State Street for any and all funds advanced by State Street on behalf of the Fund as a consequence of the Fund's obligations hereunder, including the Fund's obligation to return cash Collateral to the Borrower and to pay any fees due the Borrower, all as provided in Section 8 hereof.

The fees associated with the investment of cash Collateral in funds maintained or advised by State Street are disclosed on Schedule A hereto. Said fees may be changed from

time to time by State Street upon notice to the Funds. An annual report with respect to such funds is available to the Funds, at no expense, upon request.

State Street will establish and maintain such records as are reasonably necessary to account for Loans that are made and the income derived therefrom. On a monthly basis, State Street will provide the Funds with a statement describing the Loans made, and the income derived from the Loans, during the period covered by such statement. Each party to this Agreement shall comply with the reasonable requests of the other for information necessary to the requester's performance of its duties in connection with this securities lending program.

(a) State Street shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending transactions (as appropriate).

(b) Each Fund shall indemnify State Street and hold State Street harmless from any loss or liability (including without limitation, the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by such Fund, except such loss or liability which results from the State Street's failure to exercise the standard of care required by this Section 12. Nothing in this Section shall derogate from the indemnities provided by State Street in
Section 14. State Street may charge any amounts to which it is entitled hereunder against each Fund's account.

(c) Notwithstanding any express provision to the contrary herein, State Street shall not be liable for any consequential, incidental, special or exemplary damages.

Each Fund acknowledges that in the event that its participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law.

State Street, in determining the Market Value of Securities, including without limitation, Collateral, may rely upon any recognized pricing service and shall not be liable for any errors made by such service.

Each party hereto represents and warrants that (a) it has and will have the legal right, power and authority to execute and deliver this Agreement, to enter into the transactions contemplated hereby, and to perform its obligations hereunder; (b) it has taken all necessary

action to authorize such execution, delivery, and performance; (c) this Agreement constitutes a legal, valid, and binding obligation enforceable against it; and (d) the execution, delivery, and performance by it of this Agreement will at all times comply with all applicable laws and regulations.

State Street represents and warrants that it has received an exemptive order from the Securities and Exchange Commission, dated September 22, 1998, relating to State Street Navigator Securities Lending Trust, granting an exemption from Section 12(d)(1) and Section 17(a) of the Investment Company Act of 1940 for investments by mutual funds in State Street Navigator Securities Lending Trust.

Each Fund represents and warrants that (a) it has made its own determination as to the tax and accounting treatment of any dividends, remuneration or other funds received hereunder; (b) it is the legal and beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities.

Each Fund further represents and warrants that it will immediately notify State Street orally and by written notice, of the relevant details of any private consent offers/agreements and/or any other off-market arrangements that may require the recall and/or restriction of a security from lending activity, including but not limited to any such private or off-market arrangement that would require State Street as agent to recall Loaned Securities by a specified delivery date. Such written notice shall be delivered sufficiently in advance so as to: (a) provide State Street with reasonable time to notify Borrowers of any instructions necessary to comply with the terms of the private consent offers/agreements and/or other off-market arrangements, and (b) provide such Borrowers with reasonable time to comply with such instructions.

The person executing this Agreement on behalf of the Funds represents that he or she has the authority to execute this Agreement on behalf of the Funds.

Each Fund hereby represents to State Street that: (i) its policies and objectives generally permit it to engage in securities lending transactions;
(ii) its policies permit it to purchase shares of the State Street Navigator Securities Lending Trust with cash Collateral; (iii) its participation in State Street's securities lending program, including the investment of cash Collateral in the State Street Navigator Securities Lending Trust, and the existing series thereof has been approved by a majority of the directors or trustees which directors and trustees are not "interested persons" within the meaning of section 2(a)(19) of the Investment Company Act of 1940, and such directors or trustees will evaluate the securities lending program no less frequently than annually to determine that the investment of cash Collateral in the State Street Navigator Securities Lending Trust, including any series thereof, is in the Fund's best interest; and (iv) its prospectus provides appropriate disclosure concerning its securities lending activity.

Each Fund hereby further represents that it is not subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") with respect to this Agreement and the Securities; that it qualifies as an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended; and that the taxpayer identification number(s) and corresponding tax year-end are as set forth on Schedule B.

(a) If at the time of a default by a Borrower with respect to a Loan (within the meaning of the applicable Securities Loan Agreement), some or all of the Loaned Securities under such Loan have not been returned by the Borrower, and subject to the terms of this Agreement, State Street shall indemnify the Fund against the failure of the Borrower as follows. State Street shall purchase a number of Replacement Securities equal to the number of such unreturned Loaned Securities, to the extent that such Replacement Securities are available on the open market. Such Replacement Securities shall be purchased by applying the proceeds of the Collateral with respect to such Loan to the purchase of such Replacement Securities. Subject to the Fund's obligations pursuant to Section 8 hereof, if and to the extent that such proceeds are insufficient or the Collateral is unavailable, the purchase of such Replacement Securities shall be made at State Street's expense.

(b) If State Street is unable to purchase Replacement Securities pursuant to Paragraph 14(a) hereof, State Street shall credit to the Fund's account an amount equal to the Market Value of the unreturned Loaned Securities for which Replacement Securities are not so purchased, determined as of (i) the last day the Collateral continues to be successfully marked to market by the Borrower against the unreturned Loaned Securities; or (ii) the next business day following the day referred to in (i) above, if higher.

(c) In addition to making the purchases or credits required by Paragraphs
(a) and (b) hereof, State Street shall credit to the Fund's account the value of all distributions on the Loaned Securities (not otherwise credited to the Fund's accounts with State Street), for record dates which occur before the date that State Street purchases Replacement Securities pursuant to Paragraph (a) or credits the Fund's account pursuant to Paragraph (b).

(d) Any credits required under Paragraphs (b) and (c) hereof shall be made by application of the proceeds of the Collateral, if any, that remains after the purchase of Replacement Securities pursuant to Paragraph (a). If and to the extent that the Collateral is unavailable or the value of the proceeds of the remaining Collateral is less than the value of the sum of the credits required to be made under Paragraphs (b) and (c), such credits shall be made at State Street's expense.

(e) If after application of Paragraphs (a) through (d) hereof, additional Collateral remains or any previously unavailable Collateral becomes available or any additional amounts owed by the Borrower with respect to such Loan are received from the Borrower,

State Street shall apply the proceeds of such Collateral or such additional amounts first to reimburse itself for any amounts expended by State Street pursuant to Paragraphs (a) through (d) above, and then to credit to the Fund's account all other amounts owed by the Borrower to the Fund with respect to such Loan under the applicable Securities Loan Agreement.

(f) In the event that State Street is required to make any payment and/or incur any loss or expense under this Section, State Street shall, to the extent of such payment, loss, or expense, be subrogated to, and succeed to, all of the rights of the Fund against the Borrower under the applicable Securities Loan Agreement.

It is the intention of the parties hereto that this Agreement shall constitute a continuing agreement in every respect and shall apply to each and every Loan, whether now existing or hereafter made. The Funds and State Street may each at any time terminate this Agreement upon five (5) business days' written notice to the other to that effect. The only effects of any such termination of this Agreement will be that (a) following such termination, no further Loans shall be made hereunder by State Street on behalf of the Funds, and (b) State Street shall, within a reasonable time after termination of this Agreement, terminate any and all outstanding Loans. The provisions hereof shall continue in full force and effect in all other respects until all Loans have been terminated and all obligations satisfied as herein provided. State Street does not assume any market or investment risk of loss associated with the Fund's change in cash Collateral investment vehicles or termination of, or change in, its participation in this securities lending program and the corresponding liquidation of cash Collateral investments.

Except as otherwise specifically provided herein, notices under this Agreement may be made in writing, or by any other means mutually acceptable to the parties. If in writing, a notice shall be sufficient if delivered to the party entitled to receive such notices at the following addresses:

If to the Funds:

PHOENIX INVESTMENT PARTNERS, LTD.
56 Prospect Street
Hartford, CT 06115-0480

Attn: Ms. Amy Hackett

If to State Street:

State Street Bank and Trust Company

Securities Finance
State Street Financial Center One Lincoln Street
Boston, MA 0211-2900

or to such other addresses as either party may furnish the other party by written notice under this section.

Whenever this Agreement permits or requires the Funds to give notice to, direct, provide information to State Street, such notice, direction, or information shall be provided to State Street on the Funds' behalf by any individual designated for such purpose by the Funds in a written notice to State Street. This Agreement shall be considered such a designation of the person executing the Agreement on the Funds' behalf. After State Street's receipt of such a notice of designation and until its receipt of a notice revoking such designation, State Street shall be fully protected in relying upon the notices, directions, and information given by such designee.

EACH FUND IS HEREBY ADVISED AND ACKNOWLEDGES THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT THE FUND WITH RESPECT TO THE LOAN OF SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO THE FUND MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF THE BROKER'S OR DEALER'S OBLIGATION IN THE EVENT THE BROKER OR DEALER FAILS TO RETURN THE SECURITIES.

Each Fund authorizes State Street to accept and to act on any instructions or other communications, regardless of how sent or delivered, from any Authorized Representative. Each Fund shall be fully responsible for all acts of any Authorized Representative, even if that person exceeds his or her authority, and in no event shall State Street be liable to a Fund or any other third party for any losses or damages arising out of or relating to any act State Street takes or fails to take in connection with any such instructions or other communications.

In the event a Fund approves lending to Borrowers resident in the United Kingdom ("UK"), the Fund shall provide sufficient documentation, in the form and manner required by the UK Inland Revenue, to establish that the Fund is (1) the beneficial owner of any manufactured dividends received and (2) not a UK recipient for purposes of UK manufactured overseas dividend rules

State Street shall not be responsible for any losses, costs or damages suffered by a Fund resulting directly or indirectly from war, riot, revolution, terrorism, acts of government or other causes beyond the reasonable control or apprehension of State Street.

This Agreement supersedes any other agreement between the parties or any representations made by one party to the other, whether oral or in writing, concerning Loans of Available Securities by State Street on behalf of the Funds, including the Original SLAA. This Agreement shall not be assigned, with respect to any Fund, by either State Street or any Fund without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, representatives, successors, and assigns. This Agreement shall be governed and construed in accordance with the laws of The Commonwealth of Massachusetts. Each Fund hereby irrevocably submits to the jurisdiction of any Massachusetts state or Federal court sitting in The Commonwealth of Massachusetts in any action or proceeding arising out of or related to this Agreement and hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to Federal court. Each Fund hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each Fund hereby irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Funds at their address specified in Section 16 hereof. Each Fund agrees that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The provisions of this Agreement are severable and the invalidity or unenforceability of any provision hereof shall not affect any other provision of this Agreement. If in the construction of this Agreement any court should deem any provision to be invalid because of scope or duration, then such court shall forthwith reduce such scope or duration to that which is appropriate and enforce this Agreement in its modified scope or duration.

The Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one (1) instrument.

This Agreement shall not be modified except by an instrument in writing signed by the parties hereto.

EACH TRUST LISTED ON SCHEDULE B HERETO,
ON BEHALF OF EACH RESPECTIVE SERIES OF
EACH SUCH TRUST, SEVERALLY AND NOT
JOINTLY, AS SET FORTH ON SCHEDULE B

By:      /s/ Daniel T. Geraci
   ---------------------------------------

Name:    Daniel T. Geraci
     -------------------------------------

Title:      President
      ------------------------------------

STATE STREET BANK AND TRUST COMPANY

By:      /s/ John L. Carty
   ---------------------------------------

Name:        John J. Carty
     -------------------------------------

Title:       Senior Vice President

This Schedule is attached to and made part of the Securities Lending Authorization Agreement, dated the 1st day of August 2005 between EACH
TRUST LISTED ON SCHEDULE B HERETO (each a "Trust"), ON BEHALF OF EACH
RESPECTIVE SERIES OF EACH SUCH TRUST (each, a "Fund," and collectively, the
"Funds"), SEVERALLY AND NOT JOINTLY, AS SET FORTH ON SCHEDULE B and STATE STREET BANK AND TRUST COMPANY ("State Street")

SCHEDULE OF FEES

1. Subject to Paragraph 2 below, all proceeds collected by State Street on investment of cash Collateral or any fee income shall be allocated as follows

- Seventy percent (70%) payable to the Fund, and

- Thirty percent (30%) payable to State Street.

2. All payments to be allocated under Paragraph 1 above shall be made after deduction of such other amounts payable to State Street or to the Borrower under the terms of this Securities Lending Authorization Agreement.

3. Cash Collateral will be invested in the State Street Navigator Securities Lending Prime Portfolio:

On an annualized basis, the management/trustee/custody/fund administration/transfer agent fee for investing cash Collateral in the State Street Navigator Securities Lending Prime Portfolio is not more than 5.00 basis points netted out of yield. The trustee may pay out of the assets of the Portfolio all reasonable expenses and fees of the Portfolio, including professional fees or disbursements incurred in connection with the operation of the Portfolio.

This Schedule is attached to and made part of the Securities Lending Authorization Agreement, dated the 1st day of August 2005 between EACH

                                                                      TAXPAYER
                                                                      IDENTIFICATION      TAX
TRUST NAME                     FUND NAME                              NUMBER              YEAR-END
----------                     ---------                              ------              --------
PHOENIX SERIES                 Phoenix Balanced Fund                  04-2987660          10/31
                               Phoenix Capital Growth Fund (f.k.a.    04-2987654          10/31
                               Phoenix-Engemann Capital Growth Fund)
                               Phoenix Core Bond Fund                 04-2987655          10/31
                               Phoenix Mid-Cap Growth Fund (f.k.a.    04-2987666          10/31
                               Phoenix-Engemann Mid-Cap Growth Fund)
                               Phoenix HighYield (f.k.a.              04-2987667          10/31
                               Phoenix-Goodwin High Yield Fund)
PHOENIX-KAYNE FUNDS            Phoenix Rising Dividends Fund          95-6981193          12/31
                               (f.k.a. Phoenix-Kayne Rising
                               Dividends Fund
                               Phoenix Small-Mid Cap Fund (f.k.a.     95-7015400          12/31
                               Phoenix-Kayne Small Cap Fund)
                               Phoenix Overseas Fund (f.k.a.          95-7015412          12/31
                               Phoenix-Kayne International Fund)
PHOENIX INVESTMENT TRUST 97    Phoenix Small-Cap Value Fund           04-3399200          8/31

This Schedule is attached to and made part of the Securities Lending Authorization Agreement, dated the 1st day of August 2005 between EACH TRUST LISTED ON SCHEDULE B HERETO (each a "Trust"), ON BEHALF OF EACH RESPECTIVE SERIES OF EACH SUCH TRUST (each, a "Fund," and collectively, the
"Funds"), SEVERALLY AND NOT JOINTLY, AS SET FORTH ON SCHEDULE B and STATE STREET BANK AND TRUST COMPANY ("State Street").

ACCEPTABLE FORMS OF COLLATERAL

- Cash (U.S. and foreign currency);

- Securities issued or guaranteed by the United States government or its agencies or instrumentalities;

- Sovereign Debt;

- Irrevocable bank letters of credit issued by a person other than the Borrower or an affiliate of the Borrower may be accepted as Collateral, if State Street has determined that it is appropriate to accept such letters of credit as Collateral under the securities lending programs it administers; and

- Such other Collateral as the parties may agree to in writing from time to time

EXHIBIT h.11

FIRST AMENDMENT TO
SECURITIES LENDING AUTHORIZATION AGREEMENT

FIRST AMENDMENT TO
SECURITIES LENDING AUTHORIZATION AGREEMENT
BETWEEN
EACH TRUST LISTED ON SCHEDULE B HERETO,
ON BEHALF OF EACH RESPECTIVE SERIES OF EACH SUCH TRUST,
SEVERALLY AND NOT JOINTLY, AS SET FORTH ON SCHEDULE B
AND
STATE STREET BANK AND TRUST COMPANY

This First Amendment (this "Amendment") dated as of February 3, 2006 is between Each of the Trusts Listed on Schedule B hereto (each, a "Trust"), on behalf of each respective series of each such Trust, severally and not jointly, as listed, respectively, on Schedule B (each such series, a "Fund", and collectively, the "Funds"), and State Street Bank and Trust Company, a Massachusetts trust company, its affiliates or subsidiaries (collectively referred to herein as "State Street").

Reference is made to a Securities Lending Authorization Agreement dated August 1, 2005 between the Funds and State Street, as in effect on the date hereof prior to giving effect to this Amendment (the "Agreement"). The Funds and State Street both desire to amend the Agreement as set forth below.

For value received, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree to amend the Agreement in the following respect:

1. Definitions. All terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

The Agreement is hereby amended by deleting Schedule B to the Agreement in its entirety and replacing it with the revised Schedule B attached hereto.

3. Miscellaneous. Except to the extent specifically amended by this Amendment, the provisions of the Agreement shall remain unmodified, and the Agreement is ratified and affirmed as being in full force and effect. This Amendment, the Agreement and the other documents and certificates referred to in the Agreement constitute the entire understanding of the parties with respect to the subject matter thereof and supersede all prior and current understandings and agreements, whether written or oral. This Amendment shall be construed in accordance the laws of the Commonwealth of Massachusetts.

4. Effective Date. This Amendment shall be effective as of the date first written above.

IN WITNESS WHEREOF, the parties hereto execute this Amendment as an instrument under seal by their duly authorized officers by affixing their signatures below.

EACH OF THE PHOENIX SERIES FUND,            THE PHOENIX EDGE SERIES FUND, ON
PHOENIX-KAYNE FUNDS, PHOENIX                BEHALF OF EACH RESPECTIVE
INVESTMENT TRUST 97,                        SERIES OF SUCH TRUST AS SET
PHOENIX-ENGEMANN FUNDS, EQUITY              FORTH ON SCHEDULE B, SEVERALLY
TRUST, THE ZWEIG FUND, INC., AND            AND NOT JOINTLY
THE ZWEIG TOTAL RETURN FUND, INC.,
ON BEHALF OF EACH RESPECTIVE SERIES
OF EACH SUCH TRUST AS SET FORTH ON
SCHEDULE B, SEVERALLY AND NOT
JOINTLY



By: /s/ Daniel T. Geraci
    -----------------------------------
Name:   Daniel T Geraci                     By: /s/ Philip K. Polkinghorn
Title:  President                              --------------------------------
                                            Name:   Philip K. Polkinghorn
                                            Title:  President

STATE STREET BANK AND TRUST
COMPANY

By: /s/ John L. Carty
    ---------------------------------
Name:   John L. Carty
Title:  Senior Vice President

                                                                       TAXPAYER
                                                                       IDENTIFICATION  TAX         LENDING
TRUST NAME                        FUND NAME                            NUMBER          YEAR-END    LIMITS
----------                        ---------                            ------          --------    ------
PHOENIX SERIES FUND               Phoenix Balanced Fund                04-2987660      10/31       27%
                                  Phoenix Capital Growth Fund          04-2987654      10/31       27%
                                  (f.k.a. Phoenix-Engemann Capital
                                  Growth Fund)
                                  Phoenix Core Bond Fund               04-2987655      10/31       27%
                                  Phoenix Mid-Cap Growth Fund          04-2987666      10/31       27%
                                  (f.k.a. Phoenix-Engemann Mid-Cap
                                  Growth Fund)
                                  Phoenix HighYield Fund (f.k.a.       04-2987667      10/31       27%
                                  Phoenix-Goodwin High Yield Fund)
PHOENIX-KAYNE FUNDS               Phoenix Rising Dividends Fund        95-6981193      12/31       24%
                                  (f.k.a. Phoenix-Kayne Rising
                                  Dividends Fund)
                                  Phoenix Small-Mid Cap Fund (f.k.a.   95-7015400      12/31       24%
                                  Phoenix-Kayne Small Cap Fund)
                                  Phoenix Overseas Fund (f.k.a.        95-7015412      12/31       24%
                                  Phoenix-Kayne International Fund)
PHOENIX INVESTMENT TRUST 97       Phoenix Small-Cap Value Fund         04-3399200      8/31        27%
PHOENIX-ENGEMANN FUNDS            Phoenix All-Cap Growth Fund          95-6854473      12/31       27%
PHOENIX EQUITY TRUST              Phoenix Worldwide Strategies Fund    13-6066130      6/30        27%
THE PHOENIX EDGE SERIES FUND      Phoenix-Engemann Capital Growth      04-2958529      12/31       27%
                                  Series
                                  Phoenix-Goodwin Mulit-Sector Fixed   04-2958532      12/31       27%
                                  Income Series
                                  Phoenix-Lazard International         03-0467554      12/31       27%
                                  Equity Select Series
                                  Phoenix-Aberdeen International       04-3085418      12/31       27%
                                  Series
                                  Phoenix-Engemann Strategic           04-2958531      12/31       27%
                                  Allocation Series
THE ZWEIG FUND, INC.              The Zweig Fund, Inc.                 13-3353326      12/31       15%
THE ZWEIG TOTAL RETURN FUND, INC. The Zweig Total Return Fund, Inc.    13-3474242      12/31       15%

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 22, 2006, relating to the financial statements and financial highlights which appears in the June 30, 2006 Annual Report to Shareholders of Phoenix Mid-Cap Value Fund, Phoenix Pathfinder Fund, Phoenix Total 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 26, 2006

Exhibit n

PHOENIX FUNDS

2006 AMENDED AND RESTATED
PLAN PURSUANT TO RULE 18F-3
UNDER THE
INVESTMENT COMPANY ACT OF 1940

PHOENIX FUNDS

2006 AMENDED AND RESTATED
PLAN PURSUANT TO RULE 18F-3
UNDER THE
INVESTMENT COMPANY ACT OF 1940

INTRODUCTION

The Purpose of this Plan is to specify the attributes of the classes of shares offered by the Phoenix Family of Funds including the expense allocations, conversion features and exchange features of each class, as required by Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940 Act"). The Phoenix Funds are comprised of several trusts (each a "Trust" or "Trusts") which in turn are comprised of a number of funds (each a "Fund" or "Funds") offering various classes of shares, all of which are listed on the attached Schedule A. In general, shares of each class will have the same rights and obligations except for one or more expense variables (which will result in different yields, dividends and, in the case of the Trusts' non-money market portfolios, net asset values for the different classes), certain related voting and other rights, exchange privileges, conversion rights and class designation.

GENERAL FEATURES OF THE CLASSES

Shares of each class of a Fund of the Trusts shall represent an equal pro rata interest in such Fund and, generally, shall have identical voting, dividend, liquidation and other rights, preferences, powers, restrictions, limitations, qualifications, designations and terms and conditions, except that:
(a) each class shall have a different designation; (b) each class shall bear any class expenses: (c) each class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its arrangement and each class shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class; and (d) each class may have different exchange and/or conversion features.

ALLOCATION OF INCOME AND EXPENSES

i. General.

The gross income, realized and unrealized capital gains and losses and expenses (other than Class Expenses, as defined below) of each Fund shall be allocated to each class on the basis of its net asset value relative to the net asset value of the Fund.

ii. Class Expenses.

Expenses attributable to a particular class ("Class Expenses") shall be limited to Rule 12b-1 and shareholder servicing fees and such other expenses as designated by the Fund's

Treasurer, subject to Board approval or ratification. Class Expenses shall be allocated to the class for which they are incurred.

In the event that a particular class expense is no longer reasonably allocable by class or to a particular class, it shall be treated as a Fund expense and in the event a Fund expense becomes allocable as a Class Expense, it shall be so allocated, subject to compliance with Rule 18f-3 and Board approval or ratification.

The initial determination of expenses that will be allocated as Class Expenses and any subsequent changes thereto as set forth in this Plan shall be reviewed by the Board of Trustees and approved by such Board and by a majority of the Trustees who are not "interested persons" of the Fund, as defined in the 1940 Act ("Independent Trustees").

DESIGNATION OF THE CLASSES AND SPECIFIC FEATURES

The types of classes of each of the Funds that are money market portfolios operating pursuant to Rule 2a-7 under the 1940 Act ("Money Market Funds") are: "A Shares" and "Institutional Shares", and, in the case of the Phoenix Insight Money Market Fund, "Exchange Shares". Types of classes of each of the other Funds include: "A Shares", "B Shares", "C Shares", "T Shares", "X Shares", "Y Shares" and "Institutional Shares." To the extent that more than one class is offered by a Fund, each class of such Fund has a different arrangement for shareholder services or distribution or both, as follows:

A SHARES

A Shares are offered at net asset value plus an initial sales charge as set forth in the then current prospectuses of a Fund, except for the Money Market Funds which are offered at net asset value. The initial sales charge may be waived or reduced on certain types of purchases as set forth in the Fund's then current prospectus. In certain cases, A Shares, other than the Money Market Funds, are also offered subject to a contingent deferred sales charge (subject to certain reductions or eliminations of the sales charge as described in the applicable prospectus).

A Shares of a Fund pay Phoenix Equity Planning Corporation (the "Distributor") Rule 12b-1 fees of up to 0.25%, (annualized) of the average daily net assets of the Fund's A Shares, with the exception of Phoenix Money Market Fund which pays no 12b-1 fee and the Phoenix Insight Government Money Market Fund, Phoenix Insight Money Market Fund and Phoenix Insight Tax-Exempt Money Market Fund ("Insight Money Market Funds"), each of which pays fees of up to 0.10% under a Rule 12b-1 plan and fees of up to 0.25% under a shareholder servicing plan not adopted under Rule 12b-1. In addition, the Phoenix Market Neutral Fund is authorized to pay an additional 12b-1 fee of 0.05% per annum of the average daily net asset value of A Shares. These fees are used primarily for shareholder servicing activities such as processing purchase, exchange and redemption requests from customers placing orders with the transfer agent; processing dividend and distribution payments from the Funds on behalf of customers; providing information periodically to customers showing their positions in shares; providing sub-accounting with respect to shares beneficially owned by customers or the information necessary for sub-accounting; responding to inquiries from customers concerning

their investment in shares; arranging for bank wires and providing such other similar services as may reasonably be requested ("Shareholder Servicing Activities"). A Shares do not have a conversion feature.

B SHARES

B Shares of a Fund are offered at net asset value without the imposition of any sales charge. B Shares are also offered subject to a contingent deferred sales charge. B Shares of a Fund pay the Distributor fees of 0.25% (annualized) of the average daily net assets of the Fund's B Shares for Shareholder Servicing Activities and a distribution fee of up to 0.75% (annualized) of the average daily net assets of the Fund's B Shares pursuant to a Rule 12b-1 plan (0.50% for Phoenix Multi-Sector Short Term Bond Fund) for distribution related services. Distribution related services include compensation, sales incentives and payments to sales, marketing and service personnel, payment of expenses incurred for advertising and marketing the Funds and the cost of printing Fund prospectuses and Statements of Additional Information for distribution to potential investors ("Distribution Services"). B Shares will automatically convert to A Shares of a portfolio, without a sales charge, at the relative net asset values of each of such classes, not later than eight years (seven years for Phoenix Market Neutral Fund) from the acquisition of the B Shares. The conversion of B Shares to A Shares is subject to the continuing availability of an opinion of counsel or a ruling from the Internal Revenue Service to the effect that the conversion of shares does not constitute a taxable event under Federal income tax law.

C SHARES

C Shares of a Fund are offered at net asset value without the imposition of any sales charge. C Shares are also offered subject to a contingent deferred sales charge. C Shares of a Fund pay the Distributor fees of 0.25% (annualized) of the average daily net assets of the Fund's C Shares for Shareholder Servicing Activities and a distribution fee of up to 0.75% (annualized) of the average daily net assets of the Fund's C Shares pursuant to a Rule 12b-1 plan (0.25% for Phoenix Multi-Sector Short Term Bond Fund) for Distribution Services. C Shares do not have a conversion feature.

T SHARES

T Shares of a Fund are offered at net asset value without the imposition of a sales charge. T Shares are also offered subject to a contingent deferred sales charge. T Shares of a Fund pay the Distributor fees of 0.25% (annualized) of the average daily net assets of the Fund's T Shares for Shareholder Servicing Activities and a distribution fee of up to 0.75% (annualized) of the average daily net assets of the Fund's T Shares pursuant to a Rule 12b-1 plan for Distribution Services. T Shares do not have a conversion feature.

X SHARES

X Shares of a Fund are offered at net asset value without the imposition of any sales charge, Rule 12b-1 or shareholder servicing fees. X Shares do not have a conversion feature.

Y SHARES

Y Shares of a Fund are offered at net asset value without the imposition of a sales charge. Y Shares of a Fund pay the Distributor a fee of up to 0.25% (annualized) of the average daily net assets of the Fund's Y Shares pursuant to a 12b-1 plan for Shareholder Servicing Activities. Y Shares do not have a conversion feature.

EXCHANGE SHARES

Exchange Shares of the Phoenix Insight Money Market Fund are offered at net asset value without the imposition of any sales charge.

Exchange Shares of the Phoenix Insight Money Market Fund pay the Distributor a fee of up to 0.10% (annualized) of the average daily net assets of the Fund's Exchange Shares pursuant to a shareholder servicing plan for Shareholder Servicing Activities. Exchange Shares do not have a conversion feature.

INSTITUTIONAL SHARES

Institutional Shares of a Fund are offered at net asset value without the imposition of any sales charge.

Institutional Shares of the Funds pay the Distributor a fee of up to 0.25% (annualized) of the average daily net assets of the Funds' Institutional Shares pursuant to a shareholder servicing plan for Shareholder Servicing Activities. Institutional Shares do not have a conversion feature.

VOTING RIGHTS

Each class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its arrangement. Each class shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interest of any other class.

EXCHANGE PRIVILEGES

Shareholders of a class may exchange their shares for shares of another Fund in accordance with Section 11(a) of the 1940 Act, the rules thereunder and the requirements of the applicable prospectuses as follows: Each class of shares of a Fund may be exchanged for the corresponding class of shares of another Fund except for Exchange Shares of the Phoenix Insight Money Market Fund which have no exchange privileges. Shareholders of Class T of Phoenix Multi-Sector Short Term Bond Fund may exchange shares of such class for Class C shares in any other affiliated Phoenix Fund for which exchange privileges are available, at the relative net asset values of the respective shares to be exchanged and with no sales charge, provided the shares to be acquired in the exchange are, as may be necessary, qualified for sale in the shareholder's state of residence and subject to the applicable requirements, if any as to minimum amount.

BOARD REVIEW

The Board of Trustees shall review this Plan as frequently as they deem necessary. Prior to any material amendments(s) to this Plan, the Trust's Board including a majority of the Board Members who are not interested (including any proposed amendments to the method of allocating class and/or Fund expenses), must find that the Plan is in the best interest of each class of shares of the Trust individually and the Trust as a whole. In considering whether to approve any proposed amendment(s) to the Plan, the Board of Trustees of the Trust shall request and evaluate such information as they consider reasonably necessary to evaluate the proposed amendment(s) to the Plan.

Approved: August 23, 2006.

                                                        Class   Class   Class   Class   Class   Class   Class   Class
                                                        -----   -----   -----   -----   -----   -----   -----   -----
                                                          A       B       C       E       I       T       X       Y
                                                          -       -       -       -       -       -       -       -
Phoenix Adviser Trust
   Phoenix Focused Value Fund                             X               X
   Phoenix Foreign Opportunities Fund                     X               X                               X

Phoenix Asset Trust
   Phoenix CA Intermediate Tax-Free Bond                                                                  X
     Fund
   Phoenix Rising Dividends Fund                          X       X       X                               X
   Phoenix Small-Mid Cap Fund                             X       X       X                               X

Phoenix CA Tax-Exempt Bond Fund                           X       X

Phoenix Equity Series Fund
   Phoenix Growth & Income Fund                           X       X       X

Phoenix Equity Trust
   Phoenix Mid-Cap Value Fund                             X               X
   Phoenix Pathfinder Fund                                X               X
   Phoenix Relative Value Fund                            X               X
   Phoenix Total Value Fund                               X               X
   Phoenix Worldwide Strategies Fund                      X       X       X

Phoenix Insight Funds Trust
   Phoenix Insight Balanced Fund                          X               X               X
   Phoenix Insight Bond Fund                              X               X               X
   Phoenix Insight Core Equity Fund                       X               X               X
   Phoenix Insight Emerging Markets Fund                  X               X               X
   Phoenix Insight Equity Fund                            X               X               X
   Phoenix Insight Government Money Market                X                               X
     Fund
   Phoenix Insight High Yield Bond Fund                   X               X               X
   Phoenix Insight Index Fund                             X                               X
   Phoenix Insight Intermediate Government                X                               X
     Bond Fund
   Phoenix Insight Intermediate Tax-Exempt                X               X               X
     Bond Fund
   Phoenix Insight International Fund                     X               X               X
   Phoenix Insight Money Market Fund                      X                       X       X
   Phoenix Insight Short/Intermediate Bond                X               X               X
     Fund
   Phoenix Insight Small-Cap Growth Fund                  X               X               X
   Phoenix Insight Small-Cap Opportunity Fund             X               X               X
   Phoenix Insight Small-Cap Value Fund                   X               X               X
   Phoenix Insight Tax-Exempt Bond Fund                   X               X               X
   Phoenix Insight Tax-Exempt Money Market                X                               X
     Fund

Phoenix Institutional Mutual Funds
   Phoenix Institutional Bond Fund                                                                        X       X
   Phoenix Low-Duration Core Plus Bond Fund                                                               X       X

                                                        Class   Class   Class   Class   Class   Class   Class   Class
                                                        -----   -----   -----   -----   -----   -----   -----   -----
                                                          A       B       C       E       I       T       X       Y
                                                          -       -       -       -       -       -       -       -
Phoenix Investment Series Fund
   Phoenix Global Utilities Fund                          X               X
   Phoenix Income & Growth Fund                           X       X       X

Phoenix Investment Trust 06
   Phoenix All-Cap Growth Fund                            X       X       X
   Phoenix Nifty Fifty Fund                               X       X       X
   Phoenix Small-Cap Growth Fund                          X       X       X

Phoenix Investment Trust 97
   Phoenix Quality Small-Cap Fund                         X               X                               X
   Phoenix Small-Cap Sustainable Growth Fund              X               X                               X
   Phoenix Small-Cap Value Fund                           X       X       X
   Phoenix Value Equity Fund                              X       X       X

Phoenix Multi-Portfolio Fund
   Phoenix Emerging Markets Bond Fund                     X       X       X
   Phoenix International Strategies Fund                  X       X       X
   Phoenix Real Estate Securities Fund                    X       X       X
   Phoenix Tax-Exempt Bond Fund                           X       X

Phoenix Multi-Series Trust
   Phoenix High Yield Securities Fund                     X               X
   Phoenix Multi-Sector Fixed Income Fund                 X       X       X
   Phoenix Multi-Sector Short Term Bond                   X       X       X                       X
     Fund

Phoenix Opportunities Trust
   Phoenix Bond Fund                                      X       X       X                               X
   Phoenix Earnings Driven Growth Fund                    X       X       X                               X
   Phoenix Growth Opportunities Fund                      X               X

Phoenix PHOLIOs(SM)
   Phoenix Conservative Income PHOLIO                     X               X
   Phoenix Diversifier PHOLIO                             X               X
   Phoenix International PHOLIO                           X               X
   Phoenix Wealth Accumulator PHOLIO                      X               X
   Phoenix Wealth Builder PHOLIO                          X               X
   Phoenix Wealth Guardian PHOLIO                         X               X
   Phoenix Wealth Preserver PHOLIO                        X               X

Phoenix Portfolios
   Phoenix Market Neutral Fund                            X       X       X

Phoenix Series Fund
   Phoenix Balanced Fund                                  X       X       X
   Phoenix Capital Growth Fund                            X       X
   Phoenix Core Bond Fund                                 X       X       X
   Phoenix High Yield Fund                                X       X       X
   Phoenix Mid-Cap Growth Fund                            X       X       X
   Phoenix Money Market Fund                              X

                                                        Class   Class   Class   Class   Class   Class   Class   Class
                                                        -----   -----   -----   -----   -----   -----   -----   -----
                                                          A       B       C       E       I       T       X       Y
                                                          -       -       -       -       -       -       -       -
Phoenix Strategic Equity Series Fund
   Phoenix Dynamic Growth Fund                            X               X
   Phoenix Fundamental Growth Fund                        X               X
   Phoenix Large-Cap Growth Fund                          X       X       X                               X
   Phoenix Strategic Growth Fund                          X       X       X

EXHIBIT p.1

CODE OF ETHICS

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 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)

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.

------------------------------------------------------------------------------------------------------------------------------------
                                                           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 - 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 same year - $50.00         the same year - $50.00      the same year - $50.00                         the same year - $100
   fine payable to the            fine payable to the         fine payable to the                            fine payable to the
   Phoenix Foundation             Phoenix Foundation          Phoenix Foundation                             Phoenix Foundation and
o  3rd violation within        o  3rd violation within     o  3rd violation within                           suspension of trading
   the same year - suspension     the same year -             the same year -                                privileges for 30 days
   of trading privileges for      suspension of trading       suspension of trading                       o  3rd violation within
   30 days                        privileges for 30 days      privileges for 30 days                         the same year -
                                                                                                             suspension of trading
                                                                                                             privileges for 90 days
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
                                                                                           MARKET TIMING
  PRE-CLEAR IPOS & LIMITED                                     60-DAY HOLDING               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 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 at    Legal Officer and
   Phoenix Investment Counsel  o  2nd violation -             violation within the      determination of      President of Phoenix
   for determination of           Reported to Chief Legal     same year - $50.00        Chief Legal           Investment Counsel for
   appropriate sanctions.         Officer and President       fine payable to the       Officer and           determination of
o  2nd violation -                of Phoenix Investment       Phoenix Foundation        President of          appropriate sanctions.
   possible grounds for           Counsel for              o  3rd violation within      Phoenix Investment o  2nd violation -
   termination                    determination of            the same year -           Counsel               possible grounds for
                                  appropriate sanctions.      suspension of trading                           termination
                               o  3rd violation -             privileges for 60 days
                                  possible grounds for
                                  termination
------------------------------------------------------------------------------------------------------------------------------------

*s/t NASD Prohibition Rule 2790.

EXHIBIT p.2

CODE OF ETHICS

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-1 under 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 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) "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 Fund. All gifts and entertainment received or given 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.

Please print or type name: ___________________________________

--------------------------------------------------------------------------------------------------------
                                                                          Q REPORT AFFILIATED MF
     INITIAL HOLDINGS REPORT                  Q REPORT                         TRANSACTIONS
---------------------------------- ---------------------------------- ----------------------------------
       All Access Persons                All Access Persons                Investment Personnel
---------------------------------- ---------------------------------- ----------------------------------
o    1st violation - written       o    1st violation - written       o    1st violation - written
     warning                            warning                            warning
o    2nd violation within the      o    2nd violation within the      o    2nd violation within the
     same year - $50.00 fine            same year - $50.00 fine            same year - $50.00 fine
     payable to the Phoenix             payable to the Phoenix             payable to the Phoenix
     Foundation                         Foundation                         Foundation
o    3rd violation within the      o    3rd violation within the      o    3rd violation within the
     same year - suspension             same year - suspension             same year - suspension
     of trading privileges for          of trading privileges for          of trading privileges for
     30 days                            30 days                            30 days


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

---------------------------------- ---------------------------------- ----------------------------------
    PRE-CLEAR IPOS & LIMITED                                                    60-DAY HOLDING
           OFFERINGS*                           BLACKOUT                         REQUIREMENT
---------------------------------- ---------------------------------- ----------------------------------
       Advisory Personnel                 Investment Personnel                Advisory Personnel
---------------------------------- ---------------------------------- ----------------------------------
o    1st violation - Reported      o    1st violation -               o    1st violation - written
     to Chief Legal Officer             disgorgement of profits            warning
     and President of Phoenix           on the personal trade         o    2nd violation - violation
     Officer and President of      o    2nd violation - Reported           within the same year -
     Investment Counsel for             to Chief Legal Officer             violation within the
     determination of                   and President of Phoenix           $50.00 fine payable to
     appropriate sanctions.             Investment Counsel for             Phoenix Foundation
o    2nd violation - possible           determination of                   Foundation
     grounds for termination            appropriate sanctions.        o    3rd violation within the
                                   o    3rd violation - possible           same year - suspension
                                        ground for termination             of trading privileges for
                                                                           60 days


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

       ANNUAL REPORT                          PRE-CLEAR
------------------------------- ---------------------------------------
     All Access Persons                   Advisory Persons
------------------------------- ---------------------------------------
o   1st violation - written     o    1st violation - written warning
    warning                     o    2nd violation within the same
                                     year - $100.00 fine payable to the
                                     Phoenix Foundation and suspension
                                     of trading privileges for 30 days
                                o    3rd violation within the same
                                     year - suspension of trading
                                     privileges for 90 days


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

------------------------------- ---------------------------------------
   MARKET TIMING PROHIBITION
       AND Q CERTIFICATE                       OPEN ORDER RULE
------------------------------- ---------------------------------------
    Investment Personnel                   Investment Personnel
------------------------------- ---------------------------------------
o   1st violation - possible    o    1st violation - Reported to Chief
    grounds for termination          Legal Officer and President of
    at determination of Chief        Phoenix Investment Counsel for
    Legal Officer and                determination of appropriate
    President of Phoenix             sanctions.
    Investment Counsel          o    2nd violation - possible grounds
                                     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 APRIL, 2006

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, Inc.:

RESOLVED, that the Board of Directors authorizes the adoption of the Acadian Code of Ethics, revised effective _____________________, a copy of which is here attached.

---------------------------         ---------------------------
Gary L. Bergstrom                   Date

---------------------------         ---------------------------
Ronald D. Frashure                  Date

---------------------------         ---------------------------
Churchill G. Franklin               Date

---------------------------         ---------------------------
John R. Chisholm                    Date

---------------------------         ---------------------------
Scott F. Powers                     Date

                                TABLE OF CONTENTS

Introduction                                                                  8

Part 1. General Principles                                                    9


Part 2. Scope of the Code                                                     9

A. Persons Covered by the Code                                                9

B. Accounts Covered by the Code                                               10

C. Securities Covered by the Code                                             10

Part 3. Standards of Business Conduct                                         11

A. Compliance with Laws and Regulations                                       11

B. Conflicts of Interest                                                      12
1. Conflicts Among Client Interests                                           12
2. Competing with Client Trades                                               12
3. Other Potential Conflicts Provisions                                       12
a. Disclosure of Personal Interest                                            12
b. Referrals/Brokerage                                                        12
c. Vendors and Suppliers                                                      13
d. Soft Dollars                                                               13
e. Frontrunning                                                               13
f. Churning                                                                   13
g. Unfair Treatment of Certain Clients vis-a-vis Others                       13
h. Dealing with Clients as agent and principal                                13

C. Insider Trading                                                            13
1. Penalties                                                                  13
2. Material Nonpublic Information                                             14

D. Personal Securities Transactions                                           15
1. Initial Public Offerings                                                   15
2. Limited or Private Offerings                                               15
3. Blackout Periods                                                           16
4. Short-Term Trading                                                         16




                                       3

E. Gifts and Entertainment                                                    18
1. General Statement                                                          18
2. Gifts                                                                      18
a. Receipt                                                                    18
b. Offer                                                                      18
3. Cash                                                                       18
4. Entertainment                                                              18
5. Conferences                                                                19

6. Quarterly Reporting                                                        19

F. Political and Charitable Contributions                                     19

G. Confidentiality                                                            20

H. Service on a Board of Directors                                            20

I. Partnerships                                                               21

J. Other Outside Activities                                                   21

K. Marketing and Promotional Activities                                       21

L. Old Mutual Stock                                                           21

M. Affiliated Broker-Dealers                                                  21

Part 4. Compliance Procedures                                                 22

A. Access Person Investment Accounts and Duplicate Confirms and Statements    22

B. Personal Securities Transactions Procedures and Reporting                  22
1. Monthly Reporting                                                          22
2. Quarterly Reporting                                                        23
3. Annual Reporting                                                           23
New Hire Reporting                                                            23

C. Review and Enforcement                                                     24

D. Certification of Compliance                                                24
1. Initial Certification                                                      24
2. Acknowledgement of Amendments                                              24
3. Annual Certification                                                       24


                                       4

Part 5.  Miscellaneous                                                        25
A.  Excessive Trading                                                         25
B.  Access Person Disclosure and Reporting                                    25
1.  Access Person Background Information                                      25
2.  Upon Occurrence                                                           25

C. Responsibility to Know Rules                                               25

Part 6. Recordkeeping                                                         25

Part 7. Form ADV Disclosure                                                   26

Part 8. Administration and Enforcement of the Code                            26
A. Training and Education                                                     26

B. Annual Review                                                              26

C. Board Approval (Fund Advisers)                                             26

D. Report to Board (Fund Advisers)                                            27

E. Report to Senior Management (All Advisers)                                 27

F. Reporting Violations                                                       27
1. Confidentiality                                                            27
2. Advice of Counsel                                                          27
3. Apparent Violations                                                        27
4. Retaliation                                                                27

G. Sanctions                                                                  27

H. Further Information about the Code                                         28

EXHIBIT 1:               INVESTMENT ACCOUNT APPROVAL

EXHIBIT 2:               PERSONAL SECURITIES TRANSACTION PRECLEARANCE

EXHIBIT 3:               MONTHLY TRANSACTION REPORTING

EXHIBIT 4:               SHORT-TERM TRADING REPORTING AND APPROVAL

EXHIBIT 5:               ENTERTAINMENT APPROVAL

EXHIBIT 6:               QUARTERLY GIFT AND ENTERTAINMENT REPORTING

EXHIBIT 7:               REPORT OF PARTNERSHIP INVOLVMENT

EXHIBIT 8:               REPORT OF DIRECTOR/RELATIONSHIP INVOLVEMENT

EXHIBIT 9:               CERTIFICATION OF RECEIPT OF CODE AMENDMENTS

                                          NEW HIRE REPORTING FORMS


NEW HIRE - EXHIBIT A:          WRITTEN ACKNOWLEDGMENT OF RECEIPT OF THE
                               ACADIAN'S CODE OF ETHICS

NEW HIRE - EXHIBIT B:          REPORTABLE INVESTMENT ACCOUNTS

NEW HIRE - EXHIBIT C:          REPORTABLE SECURITIES HOLDINGS

NEW HIRE - EXHIBIT D:          REPORT OF PARTNERSHIP INVOLVEMENT

NEW HIRE - EXHIBIT E:          REPORT OF DIRECTOR/RELATIONSHIP INVOLVEMENT

                                      YEAR END REPORTING FORMS FOR ALL
                                             ACCESS PERSON


YEAR END - EXHIBIT A:          WRITTEN ACKNOWLEDGMENT OF RECEIPT OF THE
                               ACADIAN'S CODE OF ETHICS

YEAR END  - EXHIBIT B:         REPORTABLE INVESTMENT ACCOUNTS

YEAR END - EXHIBIT C:          REPORTABLE SECURITIES HOLDINGS

YEAR END - EXHIBIT D:          REPORT OF PARTNERSHIP INVOLVEMENT

YEAR END - EXHIBIT E: REPORT OF DIRECTOR/RELATIONSHIP INVOLVEMENT

APPENDIX  A                    DEFINITIONS OF TERMS USED IN THE CODE

APPENDIX  B                    SPECIAL PROCEDURES RELATING TO RULE 17j-1

APPENDIX  C                    FREQUENTLY ASKED QUESTIONS AND ANSWERS

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 Acadian's employees and contractors and addresses conflicts that may arise from personal trading. Acadian's Compliance Committee has determined that all of Acadian's on-site consultants and employees (and their immediate family members as defined herein) will be considered "Access Persons" for purposes of the Code.

Certain "offsite" employees or contractors, depending on their job responsibilities and access to customer and trading information, may also be considered "Access Persons" but may be exempt at the discretion of the CCO from certain reporting requirements under the Code.

Acadian's non-resident Director is also considered an Access Person where specified herein. "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. 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 Access 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 on site employees and some contract employees and "off-site" employees (to be determined by the Compliance Committee based primarily on access to client information and trading) as Access Persons under the Code of Ethics.

Reporting sections of the Code that are applicable to Acadian's "non-resident director" are the following:
(1) The preclearance of purchases of Initial Public Offerings
(2) The preclearance of the purchase of sale of Limited or Private Offerings.
(3) Quarterly reporting of transactions
(4) Annual Certification of the receipt of the Code of Ethics
(5) Year end holdings report.

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 financially by the Access Person.

B. ACCOUNTS COVERED BY THE CODE

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 and in which a security covered by the Code is eligible for purchase. This typically includes:

o individual and joint accounts (with the exception of your Acadian 401k account)
o accounts in the name of a spouse or domestic partner
o accounts in the name of minor children or other living in your household and/or subject to your financial support
o trust accounts
o estate accounts
o accounts where you have power of attorney or trading authority
o other type of accounts in which you have 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.

C. 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 with the exception of currency;
o options or warrants to purchase securities;
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 ETFs, ADRs, EDRS and GDRs;
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.

As a best practice, Access Persons are encouraged to report all accounts in which multi-family mutual funds can be purchased. This will address, in advance, the addition of any fund families to the list of those advised or subadvised by Acadian or one of our Old Mutual affiliates. Access Persons should be aware that accounts held directly at a mutual fund sponsor may also require reporting as these circumstances change.

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, from purchasing or selling stock before a buy or sell recommendation is made to the Client if such transaction will 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.

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 2 and is discussed in greater detail in Section 4 (B) below

1. INITIAL PUBLIC OFFERINGS - PRE-CLEARANCE. Unless prohibited from purchasing IPOs as a result of licensing with the NASD, Access Personsmust 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 Personsmust 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. Qualified Access Persons are permitted to invest in private offering offered and/or managed by Acadian.

3. BLACKOUT PERIODS. A five (5) day blackout period applies to access person trading. 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 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 2) and the Short Term Trading Form (Exhibit 4) 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 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 or fewer 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 or sales within Acadian's 401k plan;

4. purchases which are part of an automatic dividend reinvestment plan;

5. 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;

6. 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, at a venue where business is typically discussed, such as dinner or a sporting event, of reasonable value, provided that the person or a representative of the entity providing the entertainment is present.

If the anticipated value of the entertainment is expected to exceed $250, preapproval from a supervisor is required prior to acceptance of the entertainment. Please use the form provided as Exhibit 5 for this purpose.

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.)

Using the form provided as Exhibit 6 attached, on a quarterly basis each Access Persons must disclose to his or her supervisor all gifts and entertainment received.

5. CONFERENCES - Employee attendance at all industry conferences must be pre-approved 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 reimbursed 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. 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 6.

F. POLITICAL AND CHARITABLE CONTRIBUTIONS

a. POLITICAL

Acadian as a firm does not make political contributions.

Access persons are prohibited from making a political contribution to any candidate for office in a state or district for which the employee is not eligible to vote. Individual exceptions may be granted by the CCO if it is determined that a candidate would not be in the position or appear to be in the position to potentially influence the direction of business to Acadian.

An example of a prohibited contribution would be: A Massachusetts resident would be prohibited by the Code from donating money to the Rhode Island governor's race.

Access Persons are prohibited from making any political contributions to any political campaign for the office of Treasurer, office of Comptroller or any similar office or position that could or may appear to have any influence or control over the selection or retention of an investment manager.

Political contributions requested by a client or prospect will be prohibited as these may be deemed as an attempt to retain or win business.

b. CHARITABLE

Although Acadian encourages its Access Persons to be charitable, no donations should be made or should appear to have been made for the purpose of obtaining or retaining client business.

Any client or prospect request to Acadian or an Acadian employee for a charitable donation should be brought to the attention of the Compliance Committee. Any donation made by the firm to a client or prospect charity should be nominal as to not appear to have been made to obtain or retain the business and should be done in accordance with the firm's Charitable giving policy.

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, must disclose the position to the Chief Compliance Officer using the form provided at Exhibit 8. 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.

As a firm policy, Acadian will restrict from its potential investment universe, and will not invest in or recommend client investment in, any publicly traded company for which an Acadian employee serves as a Board member.

I. PARTNERSHIPS

Any partnership or similar arrangement, either participated in or formulated by an Access Person, 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 7. 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 OR OTHER AFFILIATE STOCK

No Access Person shall advise a Client to purchase, hold or sell Old Mutual stock or stock in any of our other affiliated companies. No Access Person having discretionary authority over Client funds shall exercise such discretion to invest such funds in Old Mutual Stock or stock of any of our other affiliated companies. As of March 13, 2006, Old Mutual affiliates include:

Mutual & Federal Insurance Company Limited Nedcor Limited
Skandia AB
Longview Fibre Company

An updated list of affiliated companies is available through the Compliance Department upon request.

M. AFFILIATED BROKER-DEALERS

Through the common ownership of our parent company, Acadian has affiliated broker-dealers. Acadian will not utilize the services of any of these firms to trade for the accounts of any firm client. Acadian will also abide by any restrictions imposed by a client regarding the use of any specific broker-dealer including those that may be an affiliate of the client.

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 are required to notify the Chief Compliance Officer in writing of any investment account in which he or she has direct or indirect beneficial interest and in which a security covered by the Code can be purchased. A form has been provided at Exhibit 1 for this purpose Notification can also be made as part of the Monthly Reporting form attached as Exhibit 3. For all such accounts in which a "covered security" as defined in this Code can be purchased, Acadian will directly request the account custodian to be made an interested third party on the account for the purpose of receiving duplicate trade confirmations and account statements.

B. PERSONAL SECURITIES TRANSACTION PROCEDURES AND REPORTING

Utilizing the Personal Securities Transaction Pre-Clearance Form provided at Exhibit 2, each Access Person, 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, Kacie Gough, Compliance Analyst or Mark Minichiello, Chief Financial Officer, is authorized to pre-clear transactions. Either will pre-clear any proposed transactions by the Chief Compliance Officer.

1. MONTHLY REPORTING

All Access Persons, 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 3. 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 filed with the Chief Compliance Officer no later than 10 days after the end of the calendar month. If no trading occurred, a report so stating is still required..

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 filed with the Chief Compliance Officer no later than 10 days after the end of the calendar quarter. If no trading occurred, a report so stating is still required.

3. ANNUAL REPORTING

By January 31 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 Year End - Exhibit A 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 covered under the Code in which he/she has Beneficial Ownership and securities accounts covered under the Code that 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 Year End - Exhibits B and C attached and shall be delivered to the Chief Compliance Officer.

b. Each Access Personmust annually disclose any relationship (such as a directorship, trusteeship, etc.). This disclosure should be made on the form attached as Year End - Exhibit E and shall be delivered to the Chief Compliance Officer.

c. Each Access Personmust annually disclose any participation in a partnership. This disclosure should be made on the form attached as Year End - Exhibit D 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 (10) DAYS of their hire date:

a. Initial Certification of Receipt of Code. (New Hire - Exhibit A)
b. Initial Report of Reportable Investment Accounts. (New Hire - Exhibit B)
c. Initial Report of Securities Holdings. (New Hire - Exhibit C)
d. Access Person Partnership Involvement Relationship Report. (New Hire - Exhibit -D),
e. Access Person Report of Director/Relationship Involvement. (New Hire - Exhibit E)

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.
e. Any pattern of trading raising the appearance that the access person may be taking advantage of their position at Acadian.

Before any determination is made that a personal trading or any other material code 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 material 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 OR INAPPROPRIATE 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 be disclosed 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

If requested, Acadian will provide an annual written report to the board of 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. Failure to report a violation known to you will also be considered a violation of the Code.

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. "Whistle Blower" protections will be afforded those who report Code violations.

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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COMPLIANCE  ANALYST:                                          KACIE GOUGH
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

                 ONGOING REPORTING FORMS FOR ALL ACCESS PERSONS

EXHIBIT 1:         INVESTMENT ACCOUNT APPROVAL

EXHIBIT 2:         PERSONAL SECURITIES TRANSACTION PRECLEARANCE

EXHIBIT 3:         MONTHLY TRANSACTION REPORTING

EXHIBIT 4:         SHORT-TERM TRADING REPORTING AND APPROVAL

EXHIBIT 5:         ENTERTAINMENT APPROVAL

EXHIBIT 6:         QUARTERLY GIFT AND ENTERTAINMENT REPORTING

EXHIBIT 7:         REPORT OF PARTNERSHIP INVOLVMENT

EXHIBIT 8:         REPORT OF DIRECTOR/RELATIONSHIP INVOLVEMENT

EXHIBIT 9:         CERTIFICATION OF RECEIPT OF CODE AMENDMENTS

--------------------------------------------------------------------------------------------------------------
WHERE THE                                                                DIRECT    INDIRECT     PREVIOUSLY
ACCOUNT IS LOCATED         ACCOUNT NUMBER        ACCOUNT REGISTRATION    OWNER     OWNER        DISCLOSED
-------------------------- --------------------- ----------------------- --------- ------------ --------------
EXAMPLE: CHARLES SCHWAB    XXXX-XXXX             EMPLOYEE, IRA           X                      X
-------------------------- --------------------- ----------------------- --------- ------------ --------------

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

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

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

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

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

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

-----------------------------------         -----------------------------------
Access Person Name                          Compliance                     Date


-----------------------------------
Access Person Signature        Date

---------------------------------------------------------------------------------------------------------------------
                                                                                          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.

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 pre-approval.

Is any proposed transaction described above considered an Initial Public Offering (IPO) or Private Placement? Yes: [ ] No: [ ]

---------------------------                 -------------------------------
Access Person name                          Compliance                 Date


----------------------------------
Access Person Signature       Date

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 [ ]

------------------------------------------------------------------------------------------------------------------------
                                                                                                              NEW
                                                                                               TYPE OF        ACCOUNT
                                                                                               OWNERSHIP      THIS
NAME OF BROKER, DEALER OR BANK                       BUY OR     NUMBER OF   SHARES OWNED AS    (DIRECT OR     MONTH*
AND ACCOUNT NUMBER                NAME OF SECURITY   SELL       SHARES      OF MONTH END       INDIRECT)      (Y/N)
--------------------------------- ------------------ ---------- ----------- ------------------ -------------- ----------

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

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

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

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

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

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

If a new account in which a trade was executed was opened this month, please provide the following information for each account:

----------------------------------------------------------------------------------------------------------------------
ACCOUNT REGISTRATION (I.E. NAME OF T     DIRECT OWNER (Y/N)                     INDIRECT OWNER (Y/N)
ACCOUNT) EX. EMPLOYEE, IRA
---------------------------------------- -------------------------------------- --------------------------------------

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

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

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

This report (i) excludes transactions with respect to which I had no direct or indirect influence or Control.

--------------------------------          -----------------------------
Access Person name                        Compliance               Date


-----------------------------------
Access Person Signature        Date

------------------------------------------------------------------------------------------------------------------------
TRANSACTION 1:   [ ] AUTHORIZED
                 [ ] NOT AUTHORIZED
--------------------------------------- ------------ -------------------- ---------- ----------- ----------- -----------
NAME OF BROKER, DEALER OR BANK AND      NAME OF      ORIGINAL             BUY/SELL   PRICE PER   NUMBER OF   PRINCIPAL
ACCOUNT NUMBER                          SECURITY     TRANSACTION DATE     OTHER      SHARE       SHARES      AMOUNT
--------------------------------------- ------------ -------------------- ---------- ----------- ----------- -----------

--------------------------------------- ------------ -------------------- ---------- ----------- ----------- -----------
NAME OF BROKER, DEALER OR BANK AND      NAME OF      PROPOSED             BUY/SELL   PRICE PER   NUMBER OF   PRINCIPAL
ACCOUNT NUMBER                          SECURITY     TRANSACTION DATE     OTHER      SHARE       SHARES      AMOUNT
--------------------------------------- ------------ -------------------- ---------- ----------- ----------- -----------

--------------------------------------- ------------ -------------------- ---------- ----------- ----------- -----------
TRANSACTION 2:   [ ] AUTHORIZED
                 [ ] NOT AUTHORIZED
--------------------------------------- ------------ -------------------- ---------- ----------- ----------- -----------
NAME OF BROKER, DEALER OR BANK AND      NAME OF      ORIGINAL             BUY/SELL   PRICE PER   NUMBER OF   PRINCIPAL
ACCOUNT NUMBER                          SECURITY     TRANSACTION DATE     OTHER      SHARE       SHARES      AMOUNT
--------------------------------------- ------------ -------------------- ---------- ----------- ----------- -----------

--------------------------------------- ------------ -------------------- ---------- ----------- ----------- -----------
NAME OF BROKER, DEALER OR BANK AND      NAME OF      PROPOSED             BUY/SELL   PRICE PER   NUMBER OF   PRINCIPAL
ACCOUNT NUMBER                          SECURITY     TRANSACTION DATE     OTHER      SHARE       SHARES      AMOUNT
--------------------------------------- ------------ -------------------- ---------- ----------- ----------- -----------

--------------------------------------- ------------ -------------------- ---------- ----------- ----------- -----------
TRANSACTION 3:   [ ] AUTHORIZED
                 [ ] NOT AUTHORIZED
--------------------------------------- ------------ -------------------- ---------- ----------- ----------- -----------
NAME OF BROKER, DEALER OR BANK AND      NAME OF      ORIGINAL             BUY/SELL   PRICE PER   NUMBER OF   PRINCIPAL
ACCOUNT NUMBER                          SECURITY     TRANSACTION DATE     OTHER      SHARE       SHARES      AMOUNT
--------------------------------------- ------------ -------------------- ---------- ----------- ----------- -----------

--------------------------------------- ------------ -------------------- ---------- ----------- ----------- -----------
NAME OF BROKER, DEALER OR BANK AND      NAME OF      PROPOSED             BUY/SELL   PRICE PER   NUMBER OF   PRINCIPAL
ACCOUNT NUMBER                          SECURITY     TRANSACTION DATE     OTHER      SHARE       SHARES      AMOUNT
--------------------------------------- ------------ -------------------- ---------- ----------- ----------- -----------

--------------------------------------- ------------ -------------------- ---------- ----------- ----------- -----------
TRANSACTION 4:   [ ] AUTHORIZED
                 [ ] NOT AUTHORIZED
--------------------------------------- ------------ -------------------- ---------- ----------- ----------- -----------
NAME OF BROKER, DEALER OR BANK AND      NAME OF      ORIGINAL             BUY/SELL   PRICE PER   NUMBER OF   PRINCIPAL
ACCOUNT NUMBER                          SECURITY     TRANSACTION DATE     OTHER      SHARE       SHARES      AMOUNT
--------------------------------------- ------------ -------------------- ---------- ----------- ----------- -----------

--------------------------------------- ------------ -------------------- ---------- ----------- ----------- -----------
NAME OF BROKER, DEALER OR BANK AND      NAME OF      PROPOSED             BUY/SELL   PRICE PER   NUMBER OF   PRINCIPAL
ACCOUNT NUMBER                          SECURITY     TRANSACTION DATE     OTHER      SHARE       SHARES      AMOUNT
--------------------------------------- ------------ -------------------- ---------- ----------- ----------- -----------

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

-----------------------------           -------------------------------
Access Person name                      Compliance                 Date


-----------------------------------
Access Person Signature        Date

EXHIBIT 5
EMPLOYEE ENTERTAIMENT FORM WHEN ANTICIPATED BENEFIT WILL
EXCEED $250.

1. Name and department of Acadian employee who will be attending the event:

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

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

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

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

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

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

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

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

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

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

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

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.  Are you compensated for your involvement?              Yes       No

8. Do you have any investment responsibilities on behalf of the partnership?

Yes No

9. Is this partnership eligible for client investment? Yes No

----------------------------             -----------------------------
Access Person name                       Compliance               Date


-----------------------------------
Access Person Signature        Date

EXHIBIT 8
REPORT OF DIRECTORSHIP/RELATIONSHIP INVOLVEMENT

The Code of Ethics requires prior disclosure to the CCO, and at least annual disclosure thereafter, of your involvement as an Officer, Board of Director member, Trustee, Executive Member, or Controlling Person in any Business Venture including, but not limited to, investment organizations, including investment clubs. Please complete a separate report for each Directorship/Relationship that you are involved with addressing the following questions.

In addition, if your spouse, domestic partner or any immediate family member subject to your financial support is an OFFICER, BOARD OF DIRECTOR MEMBER, TRUSTEE, OR EXECUTIVE MEMBER OF A PUBLICLY TRADED COMPANY, please complete a copy of this report on their behalf to disclose each position.

2. Type of Company/Organization:
                                 -------------------------------

3. Name of Person involved:
                            ------------------------------------

4. Position:
             ---------------------------------------------------

5. Start Date of Affiliation:
                              ----------------------------------

6. Is this publicly traded company?             Yes       No

   If yes, symbol:------------------------

7. Are you compensated for your involvement?    Yes       No

   How:
       -----------------------------------------------------

8. Do you have any investment responsibilities on behalf of the company?

Yes No

----------------------------                -------------------------------
Access Person name                          Compliance                 Date


-----------------------------------
Access Person Signature        Date

EXHIBIT 9
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 DATED

---------------------------.

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.

                            NEW HIRE REPORTING FORMS

NEW HIRE - EXHIBIT A:       WRITTEN ACKNOWLEDGMENT OF RECEIPT OF ACADIAN'S CODE
                            OF ETHICS

NEW HIRE - EXHIBIT B:       REPORTABLE INVESTMENT ACCOUNTS

NEW HIRE - EXHIBIT C:       REPORTABLE SECURITIES HOLDINGS

NEW HIRE - EXHIBIT D:       REPORT OF PARTNERSHIP INVOLVEMENT

NEW HIRE - EXHIBIT E:       REPORT OF DIRECTOR/RELATIONSHIP INVOLVEMENT

NEW HIRE - EXHIBIT A

WRITTEN ACKNOWLEDGEMENT OF RECEIPT OF THE CODE OF ETHICS

o I ACKNOWLEDGE RECEIPT OF AND HAVE ACCESS TO A COPY OF THE ACADIAN CODE OF ETHICS DATED APRIL 2006.

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 RECEIVED TRAINING ON THE CODE AND HAVE HAD THE OPPORTUNITY TO ASK QUESTIONS ABOUT ANY PROVISIONS THAT ARE UNCLEAR TO ME.

--------------------------------------------------------------------------------------------------------------
WHERE THE                                                                DIRECT    INDIRECT     PREVIOUSLY
ACCOUNT IS LOCATED         ACCOUNT NUMBER        ACCOUNT REGISTRATION    OWNER     OWNER        DISCLOSED
-------------------------- --------------------- ----------------------- --------- ------------ --------------
EXAMPLE: CHARLES SCHWAB    XXXX-XXXX             EMPLOYEE, IRA           X                      X
-------------------------- --------------------- ----------------------- --------- ------------ --------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

{ } Please check here if additional form is required to complete the reporting.

------------------------------              ---------------------------------
Access Person Name                          Compliance                   Date


-----------------------------------
Access Person Signature        Date

Examples of reportable accounts include:
o individual and joint accounts
o accounts in the name of a spouse or domestic partner
o accounts in the name of minor children or other living in your household and/or subject to your financial support
o trust accounts
o estate accounts
o accounts where you have power of attorney or trading authority
o other type of accounts in which you have a present or future interest

Examples of Reportable Securities requiring preclearence and the approval of any account in which they can be transacted:

o any stock or bond;
o investment or futures contracts with the exception of currency;
o options or warrants to purchase securities;
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 ETFs, ADRs and GDRs;
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.

-------------------------------------------------------------------------------------------------------------------
                                                                                          PRICE PER    TYPE OF
                                                                                          SHARE AS     OWNERSHIP
                                                                              # OF        OF LAST      (DIRECT OR
WHERE IS ACCOUNT LOCATED       ACCOUNT NUMBER          SECURITY NAME/ID       SHARES      STATEMENT    INDIRECT)
------------------------------ ----------------------- ---------------------- ----------- ------------ ------------
 Example - Charles Schwab       xxxx-xxxx              Microsoft              250         26.50        d
------------------------------ ----------------------- ---------------------- ----------- ------------ ------------
 Example - Charles Schwab       XXXX-XXXX              statement attached
------------------------------ ----------------------- ---------------------- ----------- ------------ ------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

{ } Please check here if additional form is required to complete the reporting.

------------------------------              --------------------------------
Access Person Name                          Compliance                  Date


-----------------------------------
Access Person Signature        Date

Examples of Reportable Securities requiring preclearence and the approval of any account in which they can be transacted:

o any stock or bond;
o investment or futures contracts with the exception of currency;
o options or warrants to purchase securities;
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 ETFs, ADRs and GDRs;
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.

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.  Are you compensated for your involvement?               Yes        No

8. Do you have any investment responsibilities on behalf of the partnership?

                                                            Yes        No

9.  Is this partnership eligible for client investment?     Yes        No

10. Provide a description of your role and responsibilities
                                                            -------------------

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

-----------------------------            -----------------------------
Access Person name                       Compliance               Date


-----------------------------------
Access Person Signature        Date

New Hire - Exhibit E
REPORT OF DIRECTORSHIP/RELATIONSHIP INVOLVEMENT

The Code of Ethics requires prior disclosure to the CCO, and at least annual disclosure thereafter, of your involvement as an Officer, Board of Director member, Trustee, Executive Member, or Controlling Person in any Business Venture including, but not limited to, investment organizations, including investment clubs. Please complete a separate report for each Directorship/Relationship that you are involved with as of your day of hire addressing the following questions.

In addition, if your spouse, domestic partner or any immediate family member subject to your financial support is an OFFICER, BOARD OF DIRECTOR MEMBER, TRUSTEE, OR EXECUTIVE MEMBER OF A PUBLICLY TRADED COMPANY, please complete a copy of this report on their behalf to disclose each position.

Please respond "None" and sign and return if appropriate.

2. Type of Company/Organization:
                                  --------------------------------

3. Name of Person involved:
                             -------------------------------------

4. Position:
              ----------------------------------------------------

5. Start Date of Affiliation:
                               -----------------------------------

6. Is this publicly traded company?               Yes       No

   If yes, symbol:
                   ----------------------

7. Are you compensated for your involvement?      Yes       No

   How:
        -------------------------------------------------------

8. Do you have any investment responsibilities on behalf of the company?

Yes No

-----------------------------               ---------------------------------
Access Person name                          Compliance                   Date


-----------------------------------
Access Person Signature        Date

YEAR END - EXHIBIT A:      WRITTEN ACKNOWLEDGMENT OF RECEIPT OF THE ACADIAN'S
                           CODE OF ETHICS

YEAR END - EXHIBIT B:      REPORTABLE INVESTMENT ACCOUNTS

YEAR END - EXHIBIT C:      REPORTABLE SECURITIES HOLDINGS

YEAR END - EXHIBIT D:      REPORT OF PARTNERSHIP INVOLVEMENT

YEAR END - EXHIBIT E:      REPORT OF DIRECTOR/RELATIONSHIP INVOLVEMENT

YEAR END - EXHIBIT A
ANNUAL CERTIFICATION AND WRITTEN ACKNOWLEDGEMENT OF RECEIPT OF THE
CODE OF ETHICS

o I ACKNOWLEDGE RECEIPT OF AND HAVE ACCESS TO A COPY OF THE ACADIAN CODE OF ETHICS DATED -------------------------.

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 RECEIVED TRAINING ON THE CODE AND 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.

--------------------------------------------------------------------------------------------------------------
WHERE THE                                                                DIRECT    INDIRECT     PREVIOUSLY
ACCOUNT IS LOCATED         ACCOUNT NUMBER        ACCOUNT REGISTRATION    OWNER     OWNER        DISCLOSED
-------------------------- --------------------- ----------------------- --------- ------------ --------------
EXAMPLE: CHARLES SCHWAB    XXXX-XXXX             EMPLOYEE, IRA           X                      X
-------------------------- --------------------- ----------------------- --------- ------------ --------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

------------------------------              -----------------------------------
Access Person Name                          Compliance                     Date


-----------------------------------
Access Person Signature        Date
{      }      Please check here if an additional form is required to complete
              reporting.

Examples of reportable accounts include:
o individual and joint accounts
o accounts in the name of a spouse or domestic partner
o accounts in the name of minor children or other living in your household and/or subject to your financial support
o trust accounts
o estate accounts
o accounts where you have power of attorney or trading authority
o other type of accounts in which you have a present or future interest

Examples of Reportable Securities requiring preclearence and the approval of any account in which they can be transacted:

o any stock or bond;
o investment or futures contracts with the exception of currency;
o options or warrants to purchase securities;
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 ETFs, ADRs, EDRS and GDRs;
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.

-------------------------------------------------------------------------------------------------------------------
                                                                                          PRICE PER    TYPE OF
                                                                              # OF        SHARE AS     OWNERSHIP
                                                                              SHARES AS   OF 12/31     (DIRECT OR
WHERE IS ACCOUNT LOCATED       ACCOUNT NUMBER          SECURITY NAME/ID       OF 12/31    STATEMENT    INDIRECT)
------------------------------ ----------------------- ---------------------- ----------- ------------ ------------
 Example - Charles Schwab       xxxx-xxxx              Microsoft              250         26.50        d
------------------------------ ----------------------- ---------------------- ----------- ------------ ------------
                                                       12/31 statement
 Example - Charles Schwab       XXXX-XXXX              attached
------------------------------ ----------------------- ---------------------- ----------- ------------ ------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

------------------------------              --------------------------------
Access Person Name                          Compliance                  Date


-----------------------------------
Access Person Signature        Date

{     }    Please check here if an additional form is attached to complete your
           reporting.

Examples of Reportable Securities requiring preclearence and the approval of any account in which they can be transacted:

o any stock or bond;
o investment or futures contracts with the exception of currency;
o options or warrants to purchase securities;
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 ETFs, ADRs and GDRs;
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.

The Code of Ethics requires any partnership or similar arrangement, either to be participated in or formulated by an employee to be disclosed to the CCO prior to involvement and on at least an annual basis thereafter. As of ___________, please complete a separate report for each partnership that you are involved with addressing the following questions. Please respond "None" and sign and return if appropriate.

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.  Are you compensated for your involvement?              Yes      No

8. Do you have any investment responsibilities on behalf of the partnership?

Yes No

9. Is this partnership eligible for client investment? Yes No

-----------------------------          --------------------------------
Access Person name                     Compliance                  Date


-----------------------------------
Access Person Signature        Date

The Code of Ethics requires prior disclosure to the CCO, and at least annual disclosure thereafter, of your involvement as an Officer, Board of Director member, Trustee, Executive Member, or Controlling Person in any Business Venture including, but not limited to, investment organizations, including investment clubs. As of _________, please complete a separate report for each Directorship/Relationship that you are involved with addressing the following questions.

In addition, if your spouse, domestic partner or any immediate family member subject to your financial support is an OFFICER, BOARD OF DIRECTOR MEMBER, TRUSTEE, OR EXECUTIVE MEMBER OF A PUBLICLY TRADED COMPANY, please complete a copy of this report on their behalf to disclose each position.

Please respond "None" and sign and return if appropriate.

2. Type of Company/Organization:
                                 ---------------------------------

3. Name of Person involved:
                            --------------------------------------

4. Position:
             -----------------------------------------------------

5. Start Date of Affiliation:
                              ------------------------------------

6. Is this publicly traded company?                Yes        No

   If yes, symbol:
                  ------------------

7. Are you compensated for your involvement?       Yes        No

   How:
        ---------------------------------------------------------

8. Do you have any investment responsibilities on behalf of the company?

Yes No

-----------------------------               ------------------------------
Access Person name                          Compliance                Date


-----------------------------------
Access Person Signature        Date

APPENDIX A

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;
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.

APPENDIX B

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. THE ADVISERS INNER CIRCLE FUND - 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.

APPENDIX C

ANSWERS TO COMMONLY ASKED QUESTIONS

I. GENERAL QUESTIONS

1. I am a new employee. What forms do I fill out?

New employees are required to fill out the following 5 forms (exhibits A-B in the Code of Ethics):
o Written Acknowledgment of Receipt of Acadian's Code of Ethics
o Reportable Investment Accounts
o Reportable Securities Holdings
o Report of Partnership Involvement
o Report of Director/Relationship Involvement

These forms must be completed and returned to the Compliance Officer no later than 10 days after the employee's start date. (See page 23 for information on New Hire Reporting)

2. Where can I find a list of mutual funds that are advised or sub-advised by Acadian affiliates?

A complete list of mutual funds that are advised or sub-advised by Acadian or one of Acadian's affiliates (including all companies under the Old Mutual umbrellas) is maintained by the Chief Compliance Officer and is updated quarterly. The most recent list is available on Acadian's employee website.

3. Who is covered by the Code?

All on-site employees and their dependents are considered Access Persons and are subject to the principles, procedures and regulations outlined in the Code. Examples of Access Persons include, but are not limited to spouses, domestic partners, children, and dependent family members. If you require further clarification as to who is considered an Access Person, please ask a member of the Compliance Committee before any action is taken that could be considered contrary to the Code (See Page 9 for a complete description of who is covered by the Code)

4. Which accounts require notice and approval and how do I notify you of a new investment account?

You must notify a member of the compliance team when opening any new account in which you have a direct or indirect beneficial interest and in which a security covered by the Code can be purchased. This includes but is not limited to:
o Individual and joint accounts
o Accounts in the name of a spouse or domestic partner
o Accounts in the name of minor children or any other person living in your house and/or dependent on you for financial support
o Trust accounts
o Estate accounts
o Accounts where you have power of attorney or trading authority

Please use the Investment Account Approval form (exhibit 1) in the Code of Ethics to report new accounts or disclose a new account as part of the monthly transaction reporting. A copy of these forms are also available on the employee web site. (See page 10 for information on accounts covered by the Code)

5. DO I HAVE TO REPORT OR PRECLEAR TRANSACTIONS IN MY ACADIAN 401K?

No, employees are not required to report or preclear transactions that they make in their 401K accounts. (See page 10 for a list of accounts covered by the Code)

6. What type of securities require preclearance and how do I get a trade approved?

Securities covered by the scope of the Code of Ethics include:
o All stocks and bonds
o Investment or futures contracts (except for currency forwards)
o Options or warrants
o Limited partnerships
o ETFs, ADRs, EDRs and GDRs
o Closed-end investment companies
o Open-end mutual funds that are advised or sub-advised by Acadian or one of its affiliates
o Private investment funds, hedge funds and investment clubs

All transactions in these security types must be pre-cleared by a member of the Compliance group. Preclearance is good for a period of 24 hours. To obtain trading approval, please complete the Personal Securities Transaction Preclearance form (exhibit 2 in the Code) which is available on the employee web site. (See pages 15-16 for details on personal securities transactions)

7. How long do I have to wait before I can sell a stock?

Unless the Chief Compliance Officer grants an exception, no Access Person may profit in the purchase or sale, or sale and purchase of the same securities within 60 calendar days. Trades made in violation of this prohibition should be unwound immediately if possible. Otherwise, any profits realized on such a transaction are subject to disgorgement to a charity designated by Acadian or to a client if appropriate. (See page 16 for Acadian's short-term trading policy)

8. How can I obtain pre-clearance for a short-term trade (less than 60 days between trades)?

The short-term trade rule can be circumvented with prior approval from the Chief Compliance Officer. To submit a request for approval of a short-term trade, please complete the Short-Term Trading Reporting and Approval form (exhibit 4 in the Code) which is available on the employee web site.

9. Does Acadian have a blackout period? If so, are there any exceptions?

A five (5) day blackout period applies to Access Person trading. 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. Exeptions to this rule include transactions in stocks where the market cap exceeds $2 billion and/or where the number of shares being purchased or sold is less than 500. Also exempt from the blackout period are transactions effected for the employee's 401K plan or purchases made as part of a dividend reinvestment plan (DRIP). (See page 16 for additional details about black-out periods)

10. What is Acadian's gift and entertainment policy?

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. For purposes of the Code, value of gifts or services received or offered may not exceed $250 ($100 if the Access Person is registered with the NASD). If the anticipated value of the entertainment is expected to exceed $250 per person, preapproval from a supervisor is required prior to acceptance of the entertainment. Persons may provide or accept an occasional business entertainment event, at a venue where business is typically discussed, such as dinner or a sporting event, of reasonable value, provided that the person or a representative of the entity providing the entertainment is present.
Approval for such events should be solicited using the Entertainment Approval form (exhibit 5). All employees are required to report any gifts or entertainment received on a quarterly basis using the Quarterly Gift and Entertainment Reporting form (exhibit 6). (See pages 18-19 for details on Acadian's gift and entertainment policy)

11. What is the policy regarding political contributions? Charitable contributions?

Acadian and all Access Persons are prohibited from making political contributions to any candidate or party for the purpose of obtaining or retaining advisory contracts. This includes contributing to any candidate involved with or having any influence over the investment manager selection process. Acadian as a firm does not make political contributions. In general, access persons are prohibited from making a political contribution to any candidate for office in a state or district for which the employee is not eligible to vote.

Although Acadian encourages its Access Persons to be charitable, no donations should be made or should appear to have been made for the purpose of obtaining or retaining client business. Any client or prospect request to Acadian or an Acadian employee for a charitable donation should be brought to the attention of the Compliance Committee. Any donation made by the firm or an employee to a client or prospect charity should be nominal so as not appear to have been made to obtain or retain the business. (See page 19 for details on Acadian's contributions policy)

II. FIDUCIARY DUTY AND CONFLICTS OF INTEREST (SEE PAGES 12-13 FOR ADDITIONAL INFORMATION ON CONFLICTS OF INTEREST)

1. What constitutes a conflict 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.

2. How should conflicts of interest be handled?

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.

III. MATERIAL INSIDE INFORMATION (SEE PAGES 13-14 FOR ADDITIONAL INFORMATION ON INSIDER TRADING)

1. Who is subject to the insider trading rules?

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.

2. What is "material inside information"?

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.

3. How does "material inside information" differ from "confidential information"?

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.

4. Are there certain kinds of information that are particularly likely to be "material inside information"?

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.

5. What is the law regarding the use of material inside information?

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.

6. What is "tipping"?

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.

7. To whom must material inside information be disclosed before an Access Person can trade?

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.

8. How does an Access Person know whether particular material inside information has been publicly disclosed?

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.

9. What must an Access Person do with respect to material inside information obtained after a decision is already made or buy or sell that Security?

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.

10. Who is available for additional advice or advice about a particular situation?

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.

IV. CONFIDENTIAL INFORMATION (SEE PAGE 20 FOR ADDITIONAL INFORMATION REGARDING CONFIDENTIALITY)

1. What is 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.

2. Who is subject to the Company's policies concerning confidential information?

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").

3. What are the duties and responsibilities of Company staff with respect to confidential information?

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.

4. What are some steps that Company staff can take to assure that confidential information is not disclosed to persons outside the office?

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.

EXHIBIT p.4

GOLDEN CAPITAL MANAGEMENT, LLC
CODE OF ETHICS

GOLDEN CAPITAL MANAGEMENT, LLC

CODE OF ETHICS

CODE OF ETHICS
FOR
EMPLOYEES OF GOLDEN CAPITAL MANAGEMENT, LLC

o GCM Principle Statement
o Definitions
o Prohibited Transactions
o Approved Security Transactions
o Compliance Procedures for the Code of Ethics
o Gifts and Entertainment
o Sanctions
o Exceptions

Appendix A:

o Written Policy on Insider Trading
o Employee Acknowledgement of Receipt of Code of Ethics
o Employee Annual Acknowledgement and Certification
o Exception Request for Personal Security Transaction
o Personal Security Transaction Report
o Form of Broker Duplicate Statement Request

CODE OF ETHICS
FOR
EMPLOYEES OF GOLDEN CAPITAL MANAGEMENT, LLC

GCM PRINCIPLE STATEMENT

Golden Capital Management, LLC ("GCM"), a registered investment adviser, is in business to provide value to the investor, while simultaneously creating a welcoming and rewarding work environment. Any activities, which detract from these values, are against our values as a firm. In order to demonstrate our integrity and commitment to both legal compliance and ethics in our organization, GCM has instituted a compliance program. Our goal is to both comply with all applicable rules and regulations, and avoid potential, actual and appearances of impropriety or conflicts of interest. Our compliance program consists of a strong Code of Ethics (the "Code"), a clear set of written policies and procedures, an ongoing monitoring program, as well as other components, all of which are established to ensure that practices within our company remain true to our values.

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 GCM clients. These standards and procedures govern the personal securities trading and certain other practices of GCM Employees. The various forms attached as Appendix A are incorporated into the Code.

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" means a security, as defined in Section 2(a)(36) of the Investment Company Act of 1940 (the "Act") and set forth below:

"Security" means any note, stock, treasury stock, security future, 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.

(d) "Reportable Security" means any Security except:

(i) any direct obligation of the Government of the United States;

(ii) any high quality short-term debt instrument, 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) any share of an open-end investment company (mutual fund) OTHER THAN (A) a fund for which GCM or a control affiliate (e.g., Wachovia, JL Kaplan Associates, Evergreen, etc.) acts as an investment adviser or principal underwriter or (B) an exchange-traded fund; and

(iv) any share of a unit investment trust, as long as the trust is exclusively invested in unaffiliated mutual funds.

(e) "Management Team" means all Managing Directors of the firm (Greg Golden, Jeff Moser, Jon Cangalosi, and Lynette Alexander).

(f) "beneficial ownership" includes Securities held by:

(i) Your spouse, minor children or relatives who share the same house with you.

(ii) An estate for your benefit.

(iii) A trust, of which
(1) you are a trustee or you or members of your immediate family have a vested interest in the income or corpus of the trust, or

(2) you own a vested beneficial interest, or

(3) you are the grantor and you have the power to revoke the trust without the consent of all the beneficiaries.

(iv) A partnership in which you are a partner.

(v) A corporation (other than with respect to treasury shares of the corporation) of which you are an officer, director or 10% shareholder.

(vi) Any other person if, by reason of contract, understanding, relationship, agreement or other arrangement, you obtain there from benefits substantially equivalent to those of ownership.

(vii) Your spouse or minor children or any other person, if, even though you do not obtain there from the above mentioned benefits of ownership, you can vest or revest title in yourself at once or at some future time.

A beneficial owner of a Security also includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power and/or investment power with respect to such Security.

Voting power includes the power to vote, or to direct the voting of such Security, and investment power includes the power to dispose, or to direct the disposition of such Security. A person is the beneficial owner of a Security if he or she has the right to acquire beneficial ownership of such Security at any time within sixty days.

SECTION 2. PROHIBITED TRANSACTIONS

(a) Insider Trading Policy. Employees are prohibited from trading in a Security, on their behalf or for others, while in possession of material, nonpublic information ("insider trading"). GCM has adopted a policy on "insider trading," which is set forth in the attached Written Policy on Insider Trading ("Insider Trading Policy") and incorporated herein. 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.

GCM 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 GCM's Insider Trading Policy should be directed to GCM's Chief Compliance Officer ("CCO").

(b) Prohibited Transactions. Subject to the exceptions set forth below, Employees are prohibited from purchasing or selling any Security in any account in which the Employee has any direct or indirect beneficial ownership. Employees are strongly encouraged to purchase investments such as Government obligations, money market instruments, and mutual funds to satisfy their investment needs.

(c) Permissible Transactions. Notwithstanding the prohibition set forth in paragraph (b) above, Employees may purchase and/or sell the following types of Securities(1):

(i) any Security that is not a Reportable Security;

(ii) any share of an open-end fund for which GCM or an affiliate acts as investment adviser or principal underwriter(2);

(iii) any share of an exchange-traded fund(3);

(iv) any Security beneficially owned through an approved advisory account that is either (A) managed on a discretionary basis by a third-party investment adviser and the Employee certifies on an ongoing basis that the Employee does not and will not exercise, and has not exercised, any investment discretion with respect to the selection of particular securities for the account or the timing of any particular trade for the account, or (B) managed on a discretionary basis by GCM where the Employee has provided "seed capital" for an investment strategy offered by GCM(4);

(v) any Security purchased or sold in any account over which the Employee has no direct or indirect influence or control;

(vi) any Security purchased or sold as part of an automatic investment plan (including a dividend reinvestment plan);

(vii) any Security purchased through 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 issuer; or

(viii) any Security purchased or sold in accordance with an exception granted by the Management Team under Section 3 below.

(d) 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.(5)

(e) Investment Opportunities. All Employees are expressly prohibited from taking personal advantage of any investment opportunity which is to the detriment of GCM's clients.

(f) 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. APPROVED SECURITY TRANSACTIONS

(a) Exceptions to Prohibitions. Exceptions to the prohibitions set forth in
Section 2(b) may be granted by the Management Team under certain circumstances. As described in this Section, any request for an exception must be presented to the Management Team for its approval prior to the proposed transaction.

(b) Exception Procedures.

(i) The Employee shall submit an Exception Request for Personal Security Transaction Form to the CCO or, in his absence, a member of the Management Team.

(ii) At least two members of the Management Team must consider and approve an Exception Request in order for it to be deemed approved under the Code. If approved, the approval will include the allowed time frame for the transaction.

(iii) Examples of types of Exception Requests the Management Team would consider include gifting, inheritance, tax planning, and other broad financial considerations other than deemed specific investment opportunities.

(iv) The Management Team may grant an Exception Request that applies to transactions in Securities beneficially owned through an approved advisory account in limited circumstances. For example, the Management

Team may grant an Employee permission to maintain an advisory account managed by GCM where the Employee has provided "seed capital" for an investment strategy managed by GCM. Under such circumstances, trading in any such accounts will generally be effected after like trading in client accounts has been effected.

SECTION 4. COMPLIANCE PROCEDURES FOR THE CODE OF ETHICS

(a) Monitoring and Enforcement. The CCO is responsible for monitoring Employee compliance with the Code and, together with the Management Team, enforcing the Code's requirements and prohibitions. The CCO will respond to any questions regarding the Code.

(i) The reporting of perceived violations of the Code will help the firm maintain its high ethical standing, and give life to its ability to live up to its principle statement. All Employees are individually responsible for reporting any perceived violations of the Code to the CCO.

(ii) All Employees are prohibited from negatively interfering with the job duties of a fellow Employee, based on their reporting of perceived violations of the Code.

(iii) The CCO will be responsible for periodically communicating reminders/refreshers to Employees concerning their obligations under the Code.

(iv) The CCO shall provide to each Employee a copy of the Code and any amendments thereto. All Employees are required to provide a written acknowledgement of their receipt of the Code and any amendments.

(b) Personal Holdings Disclosure Requirement/Annual Certifications. Every Employee is required, upon his/her initial designation as an Employee to disclose all of his/her Reportable Securities in which he/she has any beneficial ownership (collectively, "Reportable Holdings"). On an annual basis, the CCO will distribute and subsequently obtain a certification as to Reportable Holdings from each Employee.

(c) Duplicate Trade Confirmation/Statement Requirement. Every Employee must direct his/her broker(s) to supply on a timely basis, duplicate copies of confirmations for all transactions in Reportable Holdings and copies of periodic statements for all accounts in which Reportable Holdings are held. Duplicate trade confirmations and statements 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.

(d) Reports. All reports are to be filed with the CCO or his designee. Forms of reports for compliance can be found in Appendix A to the Code.

(e) Reviewing Personal Securities Transactions. The CCO will, on at least a quarterly basis, compare Exception Request for Personal Security Transaction Forms with duplicate brokerage confirmations, quarterly/monthly brokerage account statements, and quarterly transaction reports to ensure that each Employee has requested and obtained exception approval for each personal Securities transaction requiring approval during the quarter. If the CCO does not receive confirmations or statements on a timely basis, or quarterly reports no later than the 15th day following the end of each calendar quarter, the CCO will contact the Employee(s) to request such document(s). If the Employee does not promptly deliver the requested document(s), the CCO will notify one or more Managing Directors.

(f) Exception Requests for Personal Security Transactions. The CCO will coordinate the Management Team review for all Exception Request for Personal Securities Transaction Forms. Before determining whether to grant a request, the CCO will, if appropriate, obtain a report that shows whether one or more advisory clients own the Security for which approval is sought. The Management Team will consider such report, and any other information the Management Team believes is necessary or appropriate, in determining whether to grant a request. A written record of any exception granted will be produced, and GCM will maintain such written record for at least five years after the end of the fiscal year in which the approval is granted.

SECTION 5. GIFTS AND ENTERTAINMENT

(a) Gifts.

(i) Gifts to or from a customer or an Employee, officer of principal at a broker-dealer, financial institution, news or financial media (other than a close relative) may not exceed a total value of $100 in any calendar year without prior approval of any two members of the Management Team.

(ii) An Employee may not give or receive a gift if there is a reasonable possibility that it could be construed as an inducement related to GCM's business.

(iii) A gift should not be excessive and should always be commensurate with the position of the recipient. Certain gifts may fall within the monetary guidelines of GCM yet be considered excessive or otherwise embarrassing or compromising.

(iv) A gift may not be in the form of cash or securities.

(v) A gift must be reimbursable by the GCM. An Employee may not circumvent this policy by paying for a gift from his or her own money.

(vi) Gifts in excess of $50 to any employee, principal or officer of the New York Stock Exchange are prohibited.

(vii) Gifts to or from any employee of any government or governmental agency are prohibited.

(b) Business Entertainment. "Ordinary and usual" business entertainment is typically not considered a gift or gratuity and allowed, so long as it is neither so frequent nor so extensive as to raise any question of propriety. As a general rule, if the donor is not present, the entertainment will be considered a gift and subject to the $100 policy. If the donor is present, the entertainment will typically not be a gift, provided the value of the entertainment is "reasonable." This standard of "reasonableness" will require an assessment of the value to GCM of the Employee's participation in the entertainment. Employees are urged to exercise caution in making these assessments.

(c) Gifts Log. All Employees are required to notify the CCO or his designee of any gifts given or received. The CCO will maintain a "Gifts Log," so that the company can reasonably determine and demonstrate that it and its Employees have complied with this section of the Code.

SECTION 6. SANCTIONS

Sanctions. If the CCO finds that an Employee has violated the Code of Ethics, the CCO will notify the Management Team. The Management Team will determine and impose appropriate disciplinary action, which may include a warning, disgorgement of profits made or losses avoided, and/or dismissal.

SECTION 7. EXCEPTIONS

Exceptions. The Management Team may grant exceptions to the policies contained in the Code in appropriate circumstances.

APPENDIX A

GOLDEN CAPITAL MANAGEMENT, LLC
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 policy 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 Chief Compliance Officer ("CCO").

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:

Trading by an insider on the basis of material non-public information;

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,

Communicating material non-public information to others.

The elements of insider trading and penalties for such unlawful conduct are discussed below.

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 he/she enters into a special confidential relationship in the conduct of a company's affairs and, as a result, is 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.

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:

Is the information material? Is this information that an investor would consider important in making an investment decision? Is this information that would substantially affect the market price of the securities if generally disclosed?

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?

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:

Report the matter immediately to the CCO. The CCO shall report all such matters, including any that he may originate to Greg Golden, President of GCM.)

Do not purchase, sell or recommend securities on behalf of yourself or others, including accounts managed by GCM.

Do not communicate the information inside or outside the Company other than to the CCO.

After the CCO has reviewed the issue, you will be instructed as to the proper course of action to take.

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 GCM except as provided above. In addition, care should be taken so that such information is secure. For example, files containing material non-public information should be sealed.

RESOLVING ISSUES CONCERNING INSIDER TRADING

If, after consideration of the items set forth above, 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 the CCO before trading or communicating the information to anyone.

EMPLOYEE ACNOWLEDGEMENT OF RECEIPT OF CODE OF ETHICS

I, __________________________________, an employee of Golden Capital Management, LLC, acknowledge receipt and review of the Code of Ethics and the forms incorporated in Appendix A, including, without limitation, the Written Policy on Insider Trading.

                     GOLDEN CAPITAL MANAGEMENT, LLC ("GCM")
--------------------------------------------------------------------------------
                EMPLOYEE ANNUAL ACKNOWLEDGEMENT AND CERTIFICATION

NAME              ____________________________________________________________
TITLE             ____________________________________________________________
TELEPHONE         ____________________________________________________________

ACKNOWLEDGMENT OF SUPERVISION

I acknowledge that I am an employee of GCM and subject to the GCM Code of Ethics. As such, I understand that I am obligated to report any perceived Code of Ethics violation to the Chief Compliance Officer and to report certain holdings of and transactions in Securities, as defined under the GCM Code.

PERSONAL HOLDINGS DISCLOSURE (MUST CHECK ONE)

[ ] DUPLICATE ACCOUNT STATEMENTS FOR ALL PERSONAL ACCOUNTS ARE AUTOMATICALLY MAILED TO GCM - COMPLIANCE. THE REPORTS IDENTIFY ALL REPORTABLE HOLDINGS, AS DEFINED IN SECTION 4(b) OF THE GCM CODE.

[ ] I HAVE ATTACHED A REPORT THAT IDENTIFIES ALL REPORTABLE HOLDINGS, AS DEFINED IN SECTION 4(b) OF THE GCM CODE.

[ ] I HAVE NO REPORTABLE HOLDINGS, AS DEFINED IN SECTION 4(b) OF THE GCM CODE.

I represent that I have received, reviewed and understood the GCM Code and complied with its requirements. I hereby certify that the information provided herein is complete and accurate.

DATE AND TIME:                           TRANSACTION TYPE:

REQUESTED BY:                            SECURITY:

TITLE:                                   SECURITY TYPE:

TELEPHONE:                               CUSIP:

                                         # OF UNITS:

IN REQUESTING EXCEPTION APPROVAL FOR THE ABOVE TRANSACTION, I CERTIFY THAT:

(a) I HAVE READ AND AGREE TO BE BOUND BY THE GCM CODE. THIS PROPOSED TRANSACTION WOULD NOT VIOLATE ANY PROVISION OF THE CODE.
o TO THE BEST OF MY KNOWLEDGE, THIS TRADE WILL NOT COMPETE WITH AND IS NOT IN CONFLICT WITH ANY RECENT OR IMMINENT SECURITY TRADE BY GCM ON BEHALF OF ANY CLIENT.
o I HAVE NO KNOWLEDGE THAT THIS SECURITY IS CURRENTLY BEING CONSIDERED FOR PURCHASE OR SALE BY A CLIENT OF GCM.
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 OF GCM.

----------------------------------------    ------------------------------------
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 THE CHIEF COMPLIANCE OFFICER, OR IN HIS ABSENCE, HIS DESIGNEE WILL COMPLETE THE TRADE APPROVAL PORTION OF THE FORM.
o THE CCO WILL MAINTAIN THE ORIGINAL FORM, AND A COPY OF THIS FORM SHOULD BE RETAINED BY THE EMPLOYEE.
o UNLESS OTHERWISE NOTED, THE TRADE MUST BE COMPLETED WITHIN ONE BUSINESS DAY OF APPROVAL, OF RE-APPROVAL MUST BE OBTAINED.

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Policy
Statement:                                             Signed: _________________
            This form is required by the SEC for
            the employees of Golden Capital
            Management as described in the
            Investment Advisors Act of 1940. It
            must be completed within 30 days of
            the end of each calendar quarter.

                                                       Date: ___________________


            Listed above is record of every
            transaction for Reportable Securities
            effected in accounts where the
            Employee has beneficial ownership FOR
            WHICH DUPLICATE CONFIRMS OR
            STATEMENTS HAVE NOT BEEN PROVIDED to
            the Chief Compliance Officer.

DATE

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: Chief Compliance Officer
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,

EXHIBIT p.5

CODE OF ETHICS FOR INVESTMENT AND
MUTUAL FUND PERSONNEL

HARRIS N.A.

THE HARRIS BANK N.A.

HARRIS INVESTMENT MANAGEMENT, INC.

HIM MONEGY, INC.

STANDARDS OF BUSINESS CONDUCT AND
CODE OF ETHICS FOR INVESTMENT AND
MUTUAL FUND PERSONNEL

AS RESTATED AND ADOPTED EFFECTIVE JULY 11, 2005

I.       Introduction.....................................................1
II.      General Policy...................................................1
III.     Standards of Business Conduct....................................1
IV.      Use of Confidential Information and Insider Information..........2
         A.   Confidential Information....................................2
         B.   Inside Information..........................................3
V.       Definitions......................................................4
         A.   Advisory Person.............................................4
         B.   Automatic Investment Plan...................................5
         C.   Beneficial Ownership........................................6
         D.   Client......................................................6
         E.   Compliance Committee........................................6
         F.   Covered Person..............................................6
         G.   Covered Security............................................7
         H.   Designated Reporting Person.................................8
         I.   Federal Securities Laws.....................................8
         J.   Funds.......................................................9
         K.   Immediate Family Member.....................................9
         L.   Initial Public Offering or IPO..............................9
         M.   Limited Offering............................................9
         N.   Personal Securities Transactions............................9
         O.   Portfolio Person............................................9
         P.   Supervised Person...........................................9
         Q.   Working Lists Securities...................................10
VI.      Personal Trading and Restrictions on Activities.................10
         A.   Execution of Personal Securities Transactions..............10
         B.   Pre-clearance..............................................10
VII.     Blackout Periods................................................11
VIII.    Interested Transactions.........................................12
IX.      Special Pre-Clearance Procedures for Initial Public Offerings...13
X.       Special Pre-Clearance Procedures for Limited Offerings..........13
XI.      Short-Term Trading Profits......................................14
XII.     Gifts...........................................................14
XIII.    Service as a Director...........................................15
XIV.     Exempt Transactions.............................................15
XV.      Reporting Requirements..........................................16
         A.   Disclosure of Personal Holdings and Accounts...............16
              1. Initial Holdings Reports................................16
              2. Annual Holdings Reports.................................16
              3. Quarterly Transaction Reports...........................17
         B.   Exceptions from Reporting Requirements.....................18
         C.   Delivery of Code and Certification of Compliance...........18
         D.   Reports to the Funds' Board................................19
         E.   Review by the Funds' Board.................................19
         F.   Review Procedures..........................................19
XVI.     Sanctions.......................................................19
XVII.    Recordkeeping...................................................20
XVIII.   Confidentiality.................................................20
XIX.     Whistleblowing..................................................21
XX.      Other Laws, Rule and Statements of Policy.......................21
XXI.     Further Information.............................................21

Attachment A.............................................................22
Attachment B.............................................................23
Attachment C-1...........................................................24
Attachment C-2...........................................................25
Attachment D.............................................................26

STANDARDS OF BUSINESS CONDUCT AND CODE OF ETHICS FOR INVESTMENT
AND MUTUAL FUND PERSONNEL ("CODE")

I. INTRODUCTION

This Code establishes standards for business conduct and personal securities activities of Covered Persons(1) of Harris N.A. and The Harris Bank N.A. (collectively, "Bank"), HIM Monegy, Inc. ("Monegy"), and Harris Investment Management, Inc. ("HIM"), (together and, as the context may imply, individually "Harris").

This Code is adopted in order to comply with Rule 17j-1 under the Investment Company Act of 1940, as amended, ("40 Act"), and Rule 204A-1 under the Investment Advisers Act of 1940 ("Advisers Act").(2)

II. GENERAL POLICY

Harris seeks to comply with all laws, including the Federal Securities Laws. Consistent with this policy, Harris intends to monitor, to the extent practicable and as provided for under this Code, the relevant securities-related activities of Covered Persons.

Each Covered Person is to read, understand, and follow this Code and is to certify as to having done so. See Attachment D containing the certification. Although not a part of this Code, employees are reminded of their obligations under other policies and directives of BMO Financial Group (Bank of Montreal) and Harris Financial Corporation, including Bank of Montreal's First Principles and Code of Business Conduct.

III. STANDARDS OF BUSINESS CONDUCT

A. IN GENERAL. Covered Persons must:

1. Put Client interests ahead of Harris', i.e., conduct themselves on Harris' behalf in the manner required of fiduciaries.

(2) See 17 C.F.R. ss. 270.17j-1 and 17 C.F.R. ss. 275.204A-1, hereinafter Rule 17j-1 and Rule 204A-1, respectively. Harris Insight Funds Trust has adopted a separate code of ethics, pursuant to Rule 17j-1 that is applicable to certain persons who are not covered by this Code.

2. Conduct all Personal Securities Transactions consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of a position of trust and responsibility.

3. Not take inappropriate advantage of their positions.

4. Comply with applicable Federal Securities Laws.

5. Promptly report any violations, by themselves or by others, of the Code to the appropriate Designated Reporting Person

B. FRAUDULENT CONDUCT. All Covered Persons are reminded that it is unlawful, directly or indirectly, in connection with securities-related and advisory-related activities:

1. To employ any device, scheme, or artifice to defraud;

2. To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or

3. To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.

IV. USE OF CONFIDENTIAL INFORMATION AND INSIDER INFORMATION

A. CONFIDENTIAL INFORMATION

1. Covered Persons may, in the course of their employment, learn confidential information concerning Harris, its advisory clients (including the Funds), and various other matters. "Confidential information" means all information that is not publicly available and includes, but is not limited to:

o the composition of client portfolios;
o client financial information;
o corporate financial activity;
o client lists;
o securities candidates and working lists;
o investment models, methods, processes, and formulae; and

o certain records, procedures, systems, pending research recommendations, software, and other proprietary information.

2. Information is confidential until publicly disseminated.

3. All Covered Persons must realize that the proper treatment of confidential information is fundamental to 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 to the client to whom the information pertains, authorized persons of Harris (including the chief compliance officer of the Funds, who may disclose information which pertains to the Funds to the Funds' trustees), authorized professional advisers (such as our attorneys and accountants) and agents 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.

4. Given the importance of confidentiality to Harris' business, each Covered Person should refrain from discussing Harris' business, investments, client relationships, and any matters relating to investments for or by clients (including the Funds) unless such Covered Person is absolutely certain that such discussions would not breach any confidentiality obligations.

5. Any breach of the above confidentiality requirements may result in disciplinary action against the guilty employees and may constitute a violation of law.

6. The requirement for confidential treatment of information shall not apply to the extent such information is legally required to be disclosed, e.g., when duly requested by regulatory authorities or by a court or applicable legal forum.

B. INSIDE INFORMATION

1. IN GENERAL. Insider trading is prohibited by the Federal Securities Laws, including the Securities Exchange Act of 1934 and the Insider Trading and Securities Fraud

Enforcement Act of 1988, the latter being specifically applicable to investment advisers and broker-dealers and otherwise applicable to any entity with access to inside information. Such organizations have an affirmative statutory obligation to establish and enforce written policies and procedures that are reasonably designed to prevent the misuse of inside information. Substantial criminal and civil penalties can be imposed for failing to meet these standards.(3)

2. DEFINITION OF "INSIDER TRADING." Although no precise definition of insider trading exists, the term is generally understood as referring to the purchase or sale of securities while in possession of material, non-public information (i.e., information not available to the general public but 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 cover trades made not only for the employee's own account but for the accounts of his family members (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 Beneficial Ownership (as defined below).

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 significant nonpublic information about an issuer should immediately seek the advice of a Reporting Person (as defined below).

V. DEFINITIONS

A. ADVISORY PERSON

1. "Advisory Person" means

a. any Supervised Person or any director (or other person occupying a similar status or performing similar functions), officer, or employee of the Bank,(4) Monegy, or HIM (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, participates in, or obtains information regarding purchases or sales of Covered Securities for Clients, or the portfolio holdings of any Client, or whose functions relate to the making of any recommendations with respect to such purchases and sales; and

b. any natural person in a control relationship to the Bank, Monegy, or HIM who obtains information concerning recommendations made to the Clients or to any accounts of Clients of the Private Bank division of the Bank, Monegy, or HIM with regard to the purchase or sale of Covered Securities.

2. "Advisory Person" does not include

a. 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 concerning Covered Securities for Client accounts; and

b. officers of the Funds covered under a Fund's code of ethics adopted pursuant to Rule 17j-1.

3. A list of all Advisory Persons as of the date of adoption of this Code is attached as Attachment B, which attachment will be updated at least annually by the Bank, Monegy and HIM.

B. AUTOMATIC INVESTMENT PLAN

"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.

C. BENEFICIAL OWNERSHIP

1. "Beneficial Ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1(a)(2) thereunder, except that the determination of Beneficial Ownership shall apply to all securities that a Covered Person owns or acquires.

2. PRESUMPTION OF BENEFICIAL OWNERSHIP. A Covered Person should consider himself or herself as having Beneficial Ownership of securities held by an Immediate Family Member or held by other persons by reason of any contract, arrangement, understanding or relationship that provides the Covered Person with direct or indirect pecuniary interest in the equity securities.

3. The presumption that a Covered Person enjoys Beneficial Ownership of securities held by an Immediate Family Member may be rebutted by evidence that the Compliance Committee in its discretion finds sufficient.

D. CLIENT

"Client" means anyone for whom investment management or advice is provided by Harris, including the Funds and, unless the context requires otherwise, prospective clients.

E. COMPLIANCE COMMITTEE

"Compliance Committee" means a committee comprised of all Designated Reporting Persons, an executive vice president or a senior vice president of the Bank, a designee of the Bank's general counsel, and an officer of HIM in addition to its chief compliance officer. Other than those serving ex officio, the members of the Compliance Committee shall be appointed annually by the Harris Financial Corp. Fiduciary and Investment-Related Activities Risk Management Committee.

F. COVERED PERSON

1. "Covered Person" means:

a. with respect to Monegy or HIM, any Advisory Person, director, officer, or partner;

b. with respect to the Bank, any Advisory Person.

2. "Covered Person" does not include any person subject to a code of ethics adopted:

a. under Rule 17j-1, Rule 204A-1, or Section 15(f) of the Securities Exchange Act of 1934; and

b. by (i) the boards of the Funds,(ii) any adviser to the Harris Insight Funds other than HIM or Monegy, or (iii) any principal underwriter to the Funds.

3. A list of all Covered Persons as of the date of adoption of this Code is attached as Attachments C-1 and C-2 which will be updated at least annually by the Bank, Monegy, and HIM.

G. COVERED SECURITY
1. "Covered Security" has the same meaning of "security" under Section 2(a)(36) of the 40 Act, as amended and interpreted from time to time. The "PURCHASE OR SALE OF A COVERED SECURITY" includes, among other things, the buying or writing of an option to purchase or sell a Covered Security.

2. Unless otherwise noted, "Covered Security" includes shares of the Funds.

3. "Covered Securities" does not include the following instruments, transactions in which are not subject to the pre-clearance, blackout, or reporting provisions of this Code:

a. direct obligations of the Government of the United States;

b. bankers' acceptances;

c. bank certificates of deposit;

d. high-quality, short-term debt instruments, including repurchase agreements;

e. commercial paper;

f. shares of the Harris Insight Money Market Fund, Harris Insight Government Money Market Fund, and Harris Insight Tax Exempt Money Market Fund;

g. shares of registered open-end investment companies other than investment companies for which HIM or Monegy or any of its affiliated persons serve as investment adviser (as defined in Section 2(a)(20) of the 1940 Act) or principal underwriter; and

h. shares of unit investment trusts that invest exclusively in one or more open-end investment companies other than investment companies for which HIM or Monegy or any of its affiliated persons serve as investment adviser (as defined in
Section 2(a)(20) of the 1940 Act) or principal underwriter.

4. As circumstances warrant for the equitable administration of this Code, the Compliance Committee may construe the definition of Covered Security, on a case-by-case basis as matters are formally presented to it, to take into account the exemptions and exclusions from the definition of "security" adopted by the Securities and Exchange Commission under the Federal Securities Laws.

H. DESIGNATED REPORTING PERSON

1. "Designated Reporting Person" means each of the chief compliance officers of the Harris Insight Funds, Bank, Monegy, and HIM, and his or her designee.

2. Except as provided herein, the "appropriate Designated Reporting Person" means a Designated Reporting Person (and his or her designee) responsible for the Harris entity for which the Covered or Advisory Person primarily performs duties.

I. FEDERAL SECURITIES LAWS

"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 Commission under any of these statutes, the Bank Secrecy Act as it applies to registered investment companies and investment advisers, and any applicable rules adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.

J. FUNDS

"Funds" means any investment companies, or series of companies, registered under the 1940 Act and advised or sub-advised by HIM or Monegy.

K. IMMEDIATE FAMILY MEMBER

"Immediate Family Member" means, with respect to a person, any child, stepchild, grandchild, parent,

stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, brother-in-law, sister-in-law (including these relationships by virtue of adoption) sharing that person's household.

L. INITIAL PUBLIC OFFERING OR IPO

"Initial Public Offering" or "IPO" means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

M. LIMITED OFFERING

"Limited Offering" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) of that Act or pursuant to rule 504, rule 505, or rule 506 under the Securities Act of 1933.

N. PERSONAL SECURITIES TRANSACTIONS

"Personal Securities Transactions" mean transactions in Covered Securities, unless defined more restrictively herein, in which a person has (at the time of sale or redemption) or acquires (upon purchase) Beneficial Ownership.

O. PORTFOLIO PERSON

"Portfolio Person" means any Covered Person who, in connection with his or her regular functions or duties, has access to specific information (e.g., as to timing and issuer) regarding the purchase or sale of securities by the Funds.

P. SUPERVISED PERSON

"Supervised Person" means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of Monegy or HIM, and any other person who provides investment advice on behalf of Monegy or HIM and who is subject to the supervision and control of either of these investment advisers.

Q. WORKING LISTS SECURITIES

"Working Lists Securities" means securities, on Harris' then-current research databases, which, as a

result of analysis, are designated for purchase, sale, holding, or watching.

VI. PERSONAL TRADING AND RESTRICTIONS ON ACTIVITIES

A. ACCOUNTS FOR THE EXECUTION OF PERSONAL SECURITIES TRANSACTIONS

1. All Personal Securities Transactions of Covered Persons must be conducted through accounts that have been identified in writing to the appropriate Designated Reporting Person. Each such account must be set up to deliver duplicate copies of all confirmations and account statements to that Designated Reporting Person. No exceptions will be made to this provision.

2. Personal Securities Transactions in shares of the Funds may be placed only through:

a. Harrisdirect LLC, or

b. an account with a broker other than Harrisdirect LLC that has been identified to and approved by a Designated Reporting Person, or

c. an account with the transfer agent for the Funds.(5)

3. Fund shares held through an employer-sponsored employee benefit plan required to be maintained by a third-party administrator are exempt from the direction requirement set forth in subsection A.2. above.

B. PRE-CLEARANCE

1. Personal Securities Transactions (except for those in shares of the Funds) by a Covered Person and Personal Securities Transactions (including those in shares of the Funds) by a Portfolio Person:

a. must be approved in advance by the appropriate Designated Reporting Person; and

b. completed no later than the close of regular trading on the New York Stock Exchange on the business day after the approval is received.

2. The appropriate Designated Reporting Person may rescind such approval if such rescission is communicated to the Covered or Portfolio Person so that he or she has sufficient time to cancel execution.

3. Any pre-clearance approval will be provided in writing to the Covered or Portfolio Person to memorialize any oral authorization that may have been granted.

4. Pre-clearance approval will expire at the close of regular trading on the New York Stock Exchange on the business day after the date on which approval is received. A Covered or Portfolio Person, still desiring execution of such transaction, is required to obtain another pre-clearance for the transaction if the trade is not completed before the expiration of the pre-clearance approval period.

5. If a Personal Securities Transaction has received pre-clearance approval but has not been executed prior to the expiration of the pre-clearance approval period, the Covered or Portfolio Person who requested pre-clearance shall report the non-execution to the Designated Reporting Person who granted the approval no later than the close of business on the trading day after the approval expired.

6. Personal Securities Transactions by a Designated Reporting Person who is also a Covered or Portfolio Person may not be executed without pre-clearance approval from another Designated Reporting Person, provided the latter has not reporting relationship to the former.

VII. BLACKOUT PERIODS

A. FOR ACTIVE CLIENT SECURITIES. No Covered Person shall knowingly effect a Personal Securities Transaction (except for those in shares of the Funds):

1. on a day during which a Client account has a pending "buy" or "sell" order in that same security, until that order is executed or withdrawn; or

2. when the same security is being actively considered by the investment adviser or investment sub-adviser for purchase or sale for any 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 Client account and is pending.

B. DURING REOPTIMIZATIONS. No Advisory Person shall effect a Personal Securities Transaction (except for those in

shares of the Funds) when he or she knows or has reason to know that such Covered Security is under consideration for purchase or sale in a Client account:

1. from the time of dissemination of the output of any Harris investment model until the time of publication of the final list of pending transactions based upon the investment model; and

2. from the time of publication of the final list of pending transactions based upon the Harris investment model until seven calendar days after a Client account has completed its transactions in that security.

C. UPON ANALYST UPDATES. No Covered Person who is an analyst, with regard to any security the analyst follows, shall, without the approval of the appropriate Designated Reporting Person, purchase or sell any security within 30 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. Such analyst may not purchase or sell a security in a manner inconsistent with the recommendations made by the analyst in his or her most recent research report.

VIII. INTERESTED TRANSACTIONS

A. No Advisory Person shall knowingly recommend any securities transactions for the Funds without having disclosed his or her interest, if any, in such securities or the issuer thereof to a Designated Reporting Person, including without limitation:

1. Any Beneficial Ownership of any securities of such issuer;

2. Any contemplated transaction by such Advisory Person in any securities of such issuer;

3. Any official or unofficial position of the Advisory Person or Immediate Family Member of the Advisory Person with such issuer or its affiliates; and

4. Any present or proposed business relationship between such issuer or its affiliates and such Advisory Person or Immediate Family Member of the Advisory Person or any party in which such Advisory Person or Immediate Family Member of the Advisory Person has a significant interest.

B. In accordance with NASD Conduct Rule 2711 and NYSE Rule 472, no Covered Person who is an analyst may purchase or receive pre-IPO securities from a company engaged in the industry that the analyst covers.

IX. SPECIAL PRE-CLEARANCE PROCEDURES FOR INITIAL PUBLIC OFFERINGS

No Covered Person may knowingly acquire securities in an IPO unless:

a. Such transaction otherwise complies with all other provisions of this Code and NASD Rule 2790;

b. The Covered Person has no responsibility for any Client account that is authorized to invest in IPOs;

c. The Covered Person has submitted for review by the appropriate Designated Reporting Person 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 any Client account); and

d. The Designed Reporting Person has (i) concluded (after having reviewed the details supplied by the Covered Person, received the written certification, and consulted with other Harris investment advisory personnel) that no Client accounts have a foreseeable interest in purchasing such securities and (ii) granted approval.

X. SPECIAL PRE-CLEARANCE PROCEDURES FOR LIMITED OFFERINGS

No Covered Person shall knowingly acquire any securities in a Limited Offering unless:

a. Such transaction otherwise complies with all other provisions of this Code;

b. The Covered Person has submitted for review by the appropriate Designated Reporting Person 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 any Client account); and

c. The Designed Reporting Person has (i) concluded (after having reviewed the details supplied by the Covered Person, received the written certification, and consulted with other Harris investment advisory personnel) that no Client accounts have a

foreseeable interest in purchasing such securities and (ii) granted approval.

XI. SHORT-TERM TRADING PROFITS

A. No Covered Person shall knowingly profit from the purchase and sale, or sale and purchase within a 60-day calendar period of the same (or equivalent) Working Lists Securities of which such Covered Person has Beneficial Ownership. Any profit so realized shall be paid over to a charitable organization of the Compliance Committee's choosing.

B. Notwithstanding the foregoing and provided that at least two Designated Reporting Persons (neither of which report to the other) approve any exception granted pursuant to this section, 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 calendar days of the required tender date. The prohibition on short-term trading profits shall not apply to transactions effected to close out a pre-existing hedge position within 60 calendar days of the date on which such position was established.

XII. GIFTS

No Covered Person shall accept or provide a gift of more than de minimis value from or to any person or entity that does business with, or seeks to do business with, the Funds. For purposes of this prohibition, de minimis value is considered to be a value of $100 or less. . No Covered Person shall provide or accept any business or other entertainment that is in any way excessive or frequent. Any business or other entertainment shall only be permitted if the Covered Person shall be in attendance and it is for business purposes. All such business entertainment provided or accepted shall be reported as required to the Designated Reporting Person.

XIII. SERVICE AS A DIRECTOR

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 Monegy or HIM, shall serve on the board of directors of any publicly-traded company without prior written authorization from the Compliance Committee based upon a determination that such board service would be consistent with the interests of the Funds and their shareholders.

XIV. EXEMPT TRANSACTIONS

The prohibitions described in Sections VI.B. (Pre-Clearance), VII. (Blackout Periods), and XI. (Short-Term Trading Profits) shall not apply to:

a. Securities purchases or sales effected in any account over which the Covered Person has no direct or indirect influence or control;

b. Securities purchases or sales over which neither the Covered Person nor the Funds have control;

c. Purchases that are part of an automatic dividend reinvestment plan;

d. 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;

e. Cumulative purchases or cumulative sales (but not both a purchase and a sale) 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. (See Section XV.A.5. for special reporting provisions for these kinds of transactions);

f. Subject to the advance written approval which shall be retained, by the appropriate Designated Reporting Person, purchases or sales which are permissible in the opinion of the appropriate Designated Reporting Person if he or she determines after appropriate inquiry that the transaction is consistent with the fiduciary duty owed to Clients and is not potentially harmful to Clients because: (i) it does not conflict with any known pending or contemplated securities transaction for any current Client and (ii) the decision to purchase or sell the security is not the result of information obtained in the course of the subject person's relationship with a Client or Harris; or

g. Transactions in options on a securities index and transactions in exchange-traded, synthetic index securities or funds (ETFs), e.g., SPDRs and Webs.

XV. REPORTING REQUIREMENTS

A. DISCLOSURE OF PERSONAL HOLDINGS, TRANSACTIONS, AND ACCOUNTS

1. INITIAL HOLDINGS REPORTS. No later than 10 business days after becoming a Covered Person, such person shall disclose holdings of Covered Securities in which the Covered Person has Beneficial Ownership to the appropriate Designated Reporting Person in a report containing the following information (which information must be current as of a date no more than 45 calendar 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 security;

c. The name of any broker, dealer, or bank with whom the Covered Person maintains an account; and

d. The date that the report is submitted by the Covered Person.

2. ANNUAL HOLDINGS REPORTS. Each Covered Person shall submit to the appropriate Designated Reporting Person no later than February 1 of each year an annual report of holdings of Covered Securities in which the Covered Person has Beneficial Ownership current as of a date no more than 45 calendar days before the annual report is submitted, with 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 security;

c. The name of any broker, dealer, or bank with whom the Covered Person maintains an account; and

d. The date that the report is submitted by the Covered Person.

3. QUARTERLY TRANSACTION REPORTS. Each Covered Person must submit to the appropriate Designated Reporting Person a quarterly transaction report no later than 30 calendar days after the end of any calendar quarter in which occurred all Personal Securities Transactions in a Covered Security and all accounts in which the Covered Person had any Beneficial Ownership

(unless the "Exceptions from Reporting Requirements" below apply). The quarterly report must contain the following information:

a. The name of the Covered 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 security;

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

d. The price at which the transaction was effected;

e. The name of the broker, dealer or bank with or through which the transaction was effected and, for new accounts, the date the account was established; and

f. The date that the report is submitted by the Covered Person.

4. The Designated Reporting Person shall review the initial and annual holding reports and the quarterly transaction reports and monitor the trading patterns of Covered Persons and, as appropriate, compare the reports with the written pre-clearance authorization provided and with records of transactions for Clients.

5. Any Advisory Person who, at the time of an reoptimization of an investment model used by Harris (i.e., from the time of security selection to execution under the model), has engaged in any transaction in a Covered Security, which transaction is not required to be pre-cleared pursuant to the exclusion provided by Section XIV.e. (exemption for under 200 shares and $1 billion in market capitalization) and has not yet been reported in a quarterly report pursuant to this Section, shall provide a written report of the transaction to the appropriate Designated Reporting Person or respective chief compliance officer, disclosing the information required under Section A.3. above.

6. Any report submitted pursuant to this Section may contain a statement that the report shall not be construed as an admission by the Covered Person that such person has in fact any direct or indirect Beneficial Ownership in the securities to which the report relates.

B. EXCEPTIONS FROM REPORTING REQUIREMENTS.

1. No report shall be required with respect to transactions for, and Covered Securities held in, accounts over which the Covered Person had no direct or indirect influence or control, but the granting by a Covered Person of investment discretion to another person shall not be considered a lack of control by the Covered Person.

2. No quarterly transaction report shall be required if such report would duplicate information contained in broker trade confirmations or account statements received by the appropriate Designated Reporting Person if that Designated Person receives the confirmation or statement within 30 calendar days of the end of the applicable calendar quarter and provided that all of the required information is contained in the broker trade confirmations or account statements, or the records of the Funds or Harris. However, each Covered Person shall either confirm the accuracy of, or correct any error in, the quarterly transactions list provided to the Covered Person by the Designated Reporting Persons.

3. No report shall be required for transactions effected pursuant to an Automatic Investment Plan.

C. DELIVERY OF CODE AND CERTIFICATION OF COMPLIANCE

1. The Bank, Monegy and HIM, through their chief compliance officers, are each responsible for notifying their Covered Persons of their status and obligations under this Code and for providing to each of those individuals a copy of this Code and copies of amendments from time to time.

2. 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.

3. Upon any amendment of the Code, each Covered Person shall provide similar certifications. A form of certification is attached to this Code as Attachment D.

D. REPORTS TO THE FUNDS' BOARD

1. At least quarterly the Bank, HIM, and Monegy shall provide a written report at a regular meeting of a

Funds' board that describes any issues arising under this Code since the last report to the Funds' board, including, but not limited to, information about material violations of the Code and sanctions imposed in response to such material violations.

2. At least annually, the Bank, HIM, and Monegy shall certify that they have adopted procedures reasonably necessary to prevent Covered Persons from violating the Code.

3. HIM, Monegy, and the Bank shall require their respective chief compliance officers or designees to report quarterly to the Funds' boards 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.

E. REVIEW BY THE FUNDS' 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 the Funds and submit for approval any recommended or previously adopted changes to this Code.

F. 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.

XVI. SANCTIONS

Upon discovering that a Covered Person has not complied with the requirements of this Code, a Designated Reporting Person shall submit written findings to the Compliance Committee. The Compliance Committee may impose on that Covered Person sanctions the Compliance Committee deems appropriate, including, among other things, the unwinding of the transaction and the disgorgement of profits, suspension or termination of employment, or removal from office.

XVII. RECORDKEEPING

A. Harris shall maintain as records:

1. This Code and any prior code in effect during the five years preceding the date of this Code.

2. A record of any violation of this Code, and of any action taken as a result of the violation.

3. A record of all written acknowledgements provided pursuant to Section II. for each person who is or was within the last six years, a Covered Person.

4. A copy of each report made by a Covered Person required by this Code, including any information pursuant to Section XV.B.2 in lieu of the quarterly reports otherwise required by this Code.

5. A record of all persons, currently or within the past five years, who are or were Covered Persons and who are or were responsible for reviewing the reports required in Section XV.

6. A copy of each report required by Section XV.D. of this Code.

7. A record of any decision, and the reasons supporting the decision, to approve the acquisition by Advisory Persons of securities under Sections IX., X., XI.,
XIV., and all other provisions granting an exception under this Code.

8. Any written report prepared by the Bank, HIM or Monegy concerning the subject matter of this Code.

B. Unless otherwise required, all records maintained pursuant to this section shall be retained for six years in an easily accessible place, the first two years in an appropriate office.

XVIII. CONFIDENTIALITY

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 extent required by law, to the Securities and Exchange Commission, any other regulator, any self-regulatory organization, or the Funds' boards.

XIX. WHISTLEBLOWING

A. Each Covered Person shall report any known or reasonably suspected violation of this Code to his or her respective Designated Reporting Person, to the appropriate Fund's chief compliance officer, to the Law Department of the Bank, or to the Bank's chief compliance officer, provided, however, that any report by a Covered Person of HIM or Monegy shall also be provided to the chief compliance officer of HIM or Monegy, respectively.

B. HIM, Monegy, the Harris Insight Funds' chief compliance officer, and the Bank collectively shall designate one or more corporate ombudsmen to whom Covered Persons whose

work relates to the Funds may convey concerns about Fund-related business matters that they believe implicate matters of ethics or questionable practices.

C. HIM, Monegy, the Harris Insight Funds' chief compliance officer, and the Bank collectively shall establish procedures to investigate matters brought to the attention of the corporate ombudsman.

D. HIM, Monegy, the appropriate Fund's chief compliance officer, and the Bank shall report matters brought to the attention of the ombudsman, along with any resolution of such matters, to the board of the appropriate Fund with such frequency as the board may instruct, but no less frequently than quarterly.

XX. OTHER LAWS, RULE AND STATEMENTS OF POLICY

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, regulation, or any other statement of policy or procedure governing the conduct of such person adopted by Harris or the Funds.

XXI. FURTHER INFORMATION

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 the appropriate Designated Reporting Person.

ATTACHMENT A
Porftolio Persons of
Harris N.A.
Harris Investment Management, Inc.,
and
HIM Monegy, Inc.
as of _________________________

ATTACHMENT B
Advisory Persons of
Harris N.A.
Harris Investment Management, Inc.,
and
HIM Monegy, Inc.
as of _________________________

ATTACHMENT C-1
Covered Persons of
Harris Investment Management, Inc.,
and HIM Monegy, Inc.
as of _________________________

ATTACHMENT C-2
Covered Persons of
Harris N.A.
as of ______________________

ATTACHMENT D

HARRIS N.A.

THE HARRIS BANK N.A.

HARRIS INVESTMENT MANAGEMENT, INC.

HIM MONEGY, INC.

STANDARDS OF BUSINESS CONDUCT AND
CODE OF ETHICS FOR INVESTMENT ADVISORY AND
MUTUAL FUND MANAGEMENT PERSONNEL

Certification

Pursuant to the requirements of the Standards of Business Conduct and Code of Ethics for Investment Advisory and Mutual Fund Management Personnel of Harris N.A., Harris Investment Management, Inc., and HIM Monegy, Inc. ("Code"), the undersigned hereby certifies as follows:

1. I have read the Code.

2. I understand the Code and acknowledge that I am subject to it.

3. Since the date of the last Certification (if any) given pursuant to the Code, to the best of my knowledge I have complied with all the requirements of the Code and have disclosed or reported all personal securities transactions required to be reported under the requirements of the Code.

Date:                                         ____________________________
                                              Signature


                                              ____________________________
                                              Print Name

EXHIBIT q

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