EXHIBIT h.1

AMENDED AND RESTATED
EXPENSE LIMITATION AGREEMENT

PHOENIX OPPORTUNITIES TRUST

AMENDED AND RESTATED
EXPENSE LIMITATION AGREEMENT

PHOENIX OPPORTUNITIES TRUST

This Amended and Restated Expense Limitation Agreement (the "Agreement") is effective as of June 8, 2006 by and between Phoenix Opportunities Trust, a Delaware statutory trust (the "Registrant"), on behalf of each series of the Registrant listed in Appendix A (each a "Fund" and collectively, the "Funds") and the Adviser of each of the Funds, Phoenix Investment Counsel, Inc., a Massachusetts corporation (the "Adviser").

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

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

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

NOW, THEREFORE, the parties hereto agree as follows:

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

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

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

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

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

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

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

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

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

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

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

PHOENIX OPPORTUNITIES TRUST PHOENIX INVESTMENT COUNSEL, INC.

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

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

----------------------------------------- ---------- ---------- ---------- ---------- ---------------------------------------
                                          Class A    Class B    Class C    Class I    Term
----------------------------------------- ---------- ---------- ---------- ---------- ---------------------------------------

----------------------------------------- ---------- ---------- ---------- ---------- ---------------------------------------
Phoenix Bond Fund                         1.15%      1.90%      1.90%      0.90%      February 1, 2007-January 31, 2008
----------------------------------------- ---------- ---------- ---------- ---------- ---------------------------------------
Phoenix Earnings Driven Growth Fund       1.45%      2.20%      2.20%      1.20%      February 1, 2007-January 31, 2008
----------------------------------------- ---------- ---------- ---------- ---------- ---------------------------------------
Phoenix Growth Opportunities Fund         1.25%      --         2.00%      --         June 8, 2006-May 31, 2008
-----------------------------------------------------------------------------------------------------------------------------

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 reports dated: November 17, 2006, relating to the financial statements and financial highlights which appear in the September 30, 2006 Annual Report to Shareholders of Phoenix Bond Fund; December 20, 2006, relating to the financial statements and financial highlights which appear in the October 31, 2006 Annual Reports to Shareholders of Phoenix Core Bond Fund, Phoenix High Yield Fund, Phoenix Money Market Fund, Phoenix Multi-Sector Fixed Income Fund, Phoenix Multi-Sector Short Term Bond Fund, and Phoenix Market Neutral Fund; January 15, 2007, relating to the financial statements and financial highlights which appear in the November 30, 2006 Annual Report to Shareholders of Phoenix Emerging Markets Bond Fund and Phoenix Real Estate Securities Fund; and June 22, 2007, relating to the financial statements and financial highlights which appear in the April 30, 2007 Annual Reports to Shareholders of Phoenix CA Tax-Exempt Bond Fund and Phoenix Global Utilities Fund (all constituting, in part, the Phoenix Opportunities Trust), which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights", "Non-Public Holdings Information", "Independent Registered Public Accounting Firm" and "Reports to Shareholders" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
June 26, 2007

EXHIBIT m.1

PHOENIX OPPORTUNITIES TRUST
(the "Fund")

CLASS A SHARES
AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940

PHOENIX OPPORTUNITIES TRUST
(the "Fund")

CLASS A SHARES
AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940

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

The Fund shall pay to the Distributor, at the end of each month, an amount on an annual basis equal to 0.25% of the average daily value of the net assets of any series of the Fund's Class A shares, as compensation for the Distributor's services as distributor of Class A Shares in connection with any activities or expenses primarily intended to result in the sale of the Class A Shares. Expenses may include, but are not limited to, payment of compensation, including incentive compensation to securities dealers and financial institutions and organizations to obtain various distribution related and/or shareholder services for the investors in the Class A Shares or investors in a series of Phoenix PHOLIOs(SM) which in turn invests in the Class A shares; payment of compensation to and expenses of personnel of the Distributor who support the distribution of the Class A Shares; expenses related to the cost of financing or providing such financing from the Distributor's or an affiliate's resources in connection with the Distributor's payment of such distribution expenses and the payment of other direct distribution costs such as the cost of sales literature, advertising and prospectuses. Shareholder services include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering correspondence; assisting shareholders in completing application forms and selecting dividend and other account options and providing such other information and services as the Distributor or Fund may reasonable request.

At least quarterly in each year this Plan remains in effect, the Fund's Principal Accounting Officer or Treasurer, or such other person authorized to direct the disposition of monies paid or

payable by the Fund, shall prepare and furnish to the Trustees of the Fund for their review, and the Trustees shall review, a written report complying with the requirements of Rule 12b-1 under the Act regarding the amounts expended under this Plan and the purposes for which such expenditures were made.

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

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

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

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

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

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

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

Amended and Restated March 1, 2007

APPENDIX A

Phoenix Bond Fund
Phoenix Earnings Driven Growth Fund
Phoenix Growth Opportunities Fund

EXHIBIT m.2

PHOENIX OPPORTUNITIES TRUST
(the "Fund")

CLASS B SHARES
AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940

PHOENIX OPPORTUNITIES TRUST
(the "Fund")

CLASS B SHARES
AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940

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

The Fund shall pay to the Distributor its "Allocable Portion", as hereinafter defined, at the end of each month, the distribution and service fee allowable under the Rules of Conduct of NASD Regulation, Inc. (the "Rules of Conduct") an amount on an annual basis equal to 0.75% of the average daily value of the net assets of any series of the Fund's Class B shares, as compensation for distribution services and a fee of 0.25% of the average daily value of the net assets of any series of the Fund's Class B shares for shareholder services. Distribution services include, but are not limited to, payment of compensation, including incentive compensation to securities dealers and financial institutions and organizations; payment of compensation to and expenses of personnel of the Distributor who support the distribution of the Class B shares; expenses related to the cost of financing or providing such financing from the Distributor's or an affiliate's resources in connection with the Distributor's payment of such distribution expenses and the payment of other direct distribution costs such as the cost of sales literature, advertising and prospectuses. Shareholder services include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering correspondence; assisting shareholders in completing application forms and selecting dividend and other account options and providing such other information and services as the Distributor or Fund may reasonable request.

For purposes of applying the limitation set forth in the Rules of Conduct on the maximum amount of the distribution fee payable in respect of the Class B Shares of any series, the Fund elects to add to the six and one quarter percent (6.25%) of the issue price of the Class B Shares, or such other percentage as may be proscribed in such Rules of Conduct, interest thereon at the rate of prime plus one percent per annum. A contingent deferred sales charge ("CDSC") also

shall be payable by the holders of Class B Shares in the case of early redemptions of such Class B Shares.

Any Distribution Agreement in respect of Class B Shares of any series may provide that: (I) the Principal Distributor in respect of such Distribution Agreement will be deemed to have fully earned its Allocable Portion of the Distribution Fee payable in respect of Class B Shares of such series upon the sale of each "Initial Issue Commission Share" (as hereinafter defined) of such series taken into account in determining such Principal Distributor's Allocable Portion of such Distribution Fee; (II) except as provided in (III) below, the Fund's obligation to pay such Principal Distributor its Allocable Portion of the Distribution Fee payable in respect of the Class B Shares of such series shall be absolute and unconditional and shall not be subject to dispute, offset, counterclaim or any defense whatsoever (it being understood that such provision is not a waiver of the Fund's right to pursue such Principal Distributor and enforce such claims against the assets of such Principal Distributor other than its right to the Distribution Fees and CDSCs in respect of the Class B Shares of such series); (III) the Fund's obligation to pay such Principal Distributor its Allocable Portion of the Distribution Fee payable in respect of the Class B Shares of such series shall not be terminated or modified except to the extent required by a change in the Act or the Rules of Conduct enacted or promulgated after June 1, 2000 (a "Change-in-Applicable-Law"), or in connection with a "Complete Termination" (as hereinafter defined) of this Plan in respect of the Class B Shares of such series; (IV) the Fund will not waive or change any CDSC in respect of the Class B Shares of such series, except as provided in the Fund's Prospectus or statement of additional information without the consent of the Principal Distributor (or its assigns); (V) except to the extent required by a Change-in-Applicable-Law, neither the termination of such Principal Distributor's role as principal distributor of the Class B Shares of such series, nor the termination of such Distribution Agreement nor the termination of this Plan will terminate such Principal Distributor's right to its Allocable Portion of the CDSCs in respect of Class B Shares of such series sold prior to such termination; (VI) except as provided in the Fund's Prospectus and statement of additional information, until such Principal Distributor has been paid its Allocable Portion of the Distribution Fees in respect of the Class B Shares of such series, the Fund will not adopt a plan of liquidation in respect of such series without the consent of such Principal Distributor (or its assigns); and
(VII) such Principal Distributor may sell and assign its rights to its Allocable Portion of the Distribution Fees and CDSCs (but not such Principal Distributor's obligations to the Fund under the Distribution Agreement) to raise Funds to make the expenditures related to the distribution of Class B Shares of such series and in connection therewith, upon receipt of notice of such sale and assignment, the Fund shall pay to the purchaser or assignee such portion of the Principal Distributor's Allocable Portion of the Distribution Fees in respect of the Class B Shares of such series so sold or assigned. For purposes of this Plan, the term "Allocable Portion" means, in respect of Distribution Fees payable in respect of the Class B Shares of any series as applied to any Principal Distributor, the portion of such Distribution Fees and CDSCs allocated to such Principal Distributor in accordance with the Allocation Schedule (as hereinafter defined). For purposes of this Plan, the term "Complete Termination" of this Plan means, in respect of any series, a termination of this Plan involving the cessation of payments of Distribution Fees hereunder in respect of Class B Shares of such series and the cessation of payments of distribution fees pursuant to every other rule 12b-1 plan of the Fund in respect of such series for every future class of shares which, in the

good faith determination of the Board of Trustees of the Fund, has substantially similar economic characteristics to the Class B Shares taking into account the total sales charge, contingent deferred sales charge and other similar charges, it being understood that the existing Class A Shares and the existing Class C Shares do not have substantially similar economic characteristics to the Class B Shares. For purposes of this Plan, the term "Allocation Schedule" means, in respect of the Class B Shares of any series, a schedule which shall be approved in the same manner as this Plan as contemplated by Section 3 hereof for assigning to each Principal Distributor of Class B Shares of such series the portion of the total Distribution Fees payable by the Fund in respect of the Class B Shares of such series which has been earned by such Principal Distributor, which shall be attached to and become a part of any Distribution Agreement in respect of Class B Shares. For purposes of clause (I) of the first sentence of this Section 3, the term "Initial Issue Commission Share" shall mean, in respect of any series, a Class B Share which is a Commission Share issued by such series under circumstances other than in connection with a permitted free exchange with another Fund. For purposes of the foregoing definition a "Commission Share" shall mean, in respect of any series, each Class B Share of such series which is issued under circumstances which would normally give rise to an obligation of the holder of such Class B Share to pay a CDSC upon redemption of such Share, including, without limitation, any Class B Share of such Fund issued in connection with a permitted free exchange, and any such Class B Share shall not cease to be a Commission Share prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion even though the obligation to pay the CDSC shall have expired or conditions for thereof still exist.

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

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

This Plan shall remain in effect for one year from the date of its adoption and may be continued thereafter if specifically approved at least annually by a vote of at least a majority of the Trustees of the Fund as well as a majority of the Disinterested Trustees. This Plan may be amended at any time, provided that (a) the Plan may not be amended to increase materially the

amount of the distribution and service expenses without the approval of at least a majority of the outstanding voting securities (as defined in the Act) of the Class B shares of the Fund and (b) all material amendments to this Plan must be approved by a majority vote of the Trustees of the Fund and of the Disinterested Trustees cast in person at a meeting called for the purpose of such vote.

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

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

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

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

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

Amended and Restated March 1, 2007

APPENDIX A

Phoenix Bond Fund
Phoenix Earnings Driven Growth Fund

EXHIBIT m.3

PHOENIX OPPORTUNITIES TRUST
(the "Fund")

CLASS C SHARES
AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940

PHOENIX OPPORTUNITIES TRUST
(the "Fund")

CLASS C SHARES
AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940

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

The Fund shall pay to the Distributor, at the end of each month, an amount on an annual basis equal to 0.75% of the average daily value of the net assets of any series of the Fund's Class C shares, as compensation for distribution services and a fee of 0.25% of the average daily value of the net assets of any series of the Fund's Class C shares for shareholder services. Distribution services include, but are not limited to, payment of compensation, including incentive compensation to securities dealers and financial institutions and organizations; payment of compensation to and expenses of personnel of the Distributor who support the distribution of the Class C shares; expenses related to the cost of financing or providing such financing from the Distributor's or an affiliate's resources in connection with the Distributor's payment of such distribution expenses and the payment of other direct distribution costs such as the cost of sales literature, advertising and prospectuses. Shareholder services include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering correspondence; assisting shareholders in completing application forms and selecting dividend and other account options and providing such other information and services as the Distributor or Fund may reasonably request.

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

the Act regarding the amounts expended under this Plan and the purposes for which such expenditures were made.

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

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

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

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

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

The Fund shall preserve copies of this Plan and any related agreements and all reports

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

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

Amended and Restated March 1, 2007

APPENDIX A

Phoenix Bond Fund
Phoenix Earnings Driven Growth Fund
Phoenix Growth Opportunities Fund

EXHIBIT p.1

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 OPTIONS, 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 which are non-volitional on the part of either the Advisory Person or the Fund.

(c) 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.

(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 such issuer, and sales of such rights so acquired.

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

5. PROHIBITED ACTIVITIES

(a) IPO Rule: No AccessPerson 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. ALL OPTION TRANSACTIONS MUST BE PRECLEARED. 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 ALL REPORTABLE SECURITIES, INCLUDING OPTIONS, for a period of not less than sixty (60) days from date of acquisition. Options must be written for a minimum 60 day term.

(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 2007; approved May 2007)

Person to contact for preclearance and reporting requirements:         Frances Crisafulli

CERTIFICATION:

By my signature below, I certify that I have received, read, and understood the foregoing policies of the Phoenix Funds Code of Ethics, and will comply in all respects with such policies.

Please print or type name: ___________________________________

------------------------------------------------------------------------------------------------------------------------------------
                                                     Q REPORT AFFILIATED MF
 INITIAL HOLDINGS REPORT           Q REPORT               TRANSACTIONS              ANNUAL REPORT               PRE-CLEAR
------------------------- ------------------------- ------------------------- ------------------------- ----------------------------
   All Access Persons        All Access Persons       Investment Personnel       All Access Persons           Advisory Persons
------------------------- ------------------------- ------------------------- ------------------------- ----------------------------
o  1st violation -        o  1st violation -        o  1st violation -        o  1st violation -        o  1st violation - written
   written warning           written warning           written warning           written warning           warning
o  2nd violation within   o  2nd violation within   o  2nd violation within                             o  2nd violation within the
   the same year - $50.00    the same year - $50.00    the same year - $50.00                              same year - $100 fine n
   fine payable to the       fine payable to the       fine payable to the                                 payable to the Phoenix
   Phoenix Foundation        Phoenix Foundation        Phoenix Foundation                                  Foundation and suspension
o  3rd violation within   o  3rd violation within   o  3rd violation within                                of trading privileges for
   the same year -           the same year -           the same year -                                     30 days
   suspension of trading     suspension of trading     suspension of trading                            o  3rd violation within the
   privileges for 30 days    privileges for 30 days    privileges for 30 days                              same year - suspension of
                                                                                                           trading privileges for 90
                                                                                                           days


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

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

*s/t NASD Prohibition Rule 2790.

EXHIBIT p.2

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 options, 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 which are non-volitional on the part of either the Advisory Person or the managed account.

(c) 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.

(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 such issuer, and sales of such rights so acquired.

(e) 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. All option transactions must be precleared. 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 all reportable securities, including options, for a period of not less than sixty (60) days from date of acquisition. Options must be written for a minimum 60 day term.

(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              ANNUAL REPORT               PRE-CLEAR
------------------------- ------------------------- ------------------------- ------------------------- ----------------------------
   All Access Persons        All Access Persons       Investment Personnel       All Access Persons           Advisory Persons
------------------------- ------------------------- ------------------------- ------------------------- ----------------------------
o  1st violation -        o  1st violation -        o  1st violation -        o  1st violation -        o  1st violation - written
   written warning           written warning           written warning           written warning           warning
o  2nd violation within   o  2nd violation within   o  2nd violation within                             o  2nd violation within the
   the same year - $50.00    the same year - $50.00    the same year - $50.00                              same year - $100 fine n
   fine payable to the       fine payable to the       fine payable to the                                 payable to the Phoenix
   Phoenix Foundation        Phoenix Foundation        Phoenix Foundation                                  Foundation and suspension
o  3rd violation within   o  3rd violation within   o  3rd violation within                                of trading privileges for
   the same year -           the same year -           the same year -                                     30 days
   suspension of trading     suspension of trading     suspension of trading                            o  3rd violation within the
   privileges for 30 days    privileges for 30 days    privileges for 30 days                              same year - suspension of
                                                                                                           trading privileges for 90
                                                                                                           days


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

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

*s/t NASD Prohibition Rule 2790.

EXHIBIT p.3

SCM ADVISORS LLC

CODE OF ETHICS

Including
SCM's Policy on Personal Trading
(Amended and Restated as of June 1, 2007)

CODE OF ETHICS

Including
SCM's Policy on Personal Trading
(Amended and Restated as of June 1, 2007)

THINGS YOU NEED TO KNOW TO USE THIS CODE:

1. Terms in BOLDFACE TYPE have special meanings as used in this Code. To understand this Code, you need to read the definitions of these terms. The definitions can be found in Part III of this Code.

2. To understand what parts of this Code apply to you, you need to know whether you fall into one of these categories:

o ACCESS PERSON
o ADVISORY PERSON

If you are not an ADVISORY PERSON you are, by default, an ACCESS PERSON. A current list of ADVISORY PERSONS can be found on the SCM Intranet. If you are not sure which category applies to you, ask the CHIEF COMPLIANCE OFFICER.

This Code has three (3) sections:

Part I - Standards of Conduct
Part II - Personal Trading
Part III - Terms Defined

There are also three (3) Reporting Forms that ACCESS PERSONS and ADVISORY PERSONS must complete pursuant to this Code. You can get copies of the Reporting Forms from the CHIEF COMPLIANCE OFFICER.

NOTE: If you are an ADVISORY PERSON, you are also an ACCESS PERSON, so you must comply with both the ACCESS PERSON provisions and the ADVISORY PERSON provisions.

3. The CHIEF COMPLIANCE OFFICER has the authority to grant written waivers of the provisions of this Code in appropriate instances. However:

o SCM expects that waivers will be granted only in rare instances, and

o Some provisions of this Code that are mandated by SEC rule cannot be waived.

PART I - STANDARDS OF CONDUCT

A. GENERAL PRINCIPLES - THESE APPLY TO ALL PERSONNEL

SCM is a fiduciary for its investment advisory and sub-advisory clients. Because of this fiduciary relationship, it is generally improper for SCM or its personnel to:

o Use for their own benefit (or the benefit of anyone other than the ADVISORY CLIENT) information about SCM's trading or recommendations for ADVISORY CLIENT accounts; or

o Take advantage of investment opportunities that would otherwise be available for SCM's ADVISORY CLIENTS.

Also, as a matter of business policy, SCM wants to avoid even the appearance that SCM, its personnel, or others receive any improper benefit from information about ADVISORY CLIENT trading or accounts, or from our relationships with our ADVISORY CLIENTS or with the brokerage community.

SCM expects all personnel to comply with the spirit of this Code, as well as the specific rules contained in this Code. SCM and this Code require all employees to comply with all applicable federal securities laws, including the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley Act of 2002, the Bank Secrecy Act and Title V of the Gramm-Leach-Bliley Act and any rules adopted by any government agency under any of those statutes. In addition, all employees must report promptly to the CHIEF COMPLIANCE OFFICER any violations of this Code of which they become aware.

SCM treats violations of this Code (including violations of the spirit of this Code) very seriously. It is important for employees to avoid actions that, while they may not actually involve a conflict of interest or an abuse of an ADVISORY CLIENT'S trust, may have the appearance of impropriety. If you violate either the letter or the spirit of this Code, SCM might impose penalties or fines, require disgorgement of trading gains, or suspend or terminate your employment.

Improper trading activity can constitute a violation of this Code. But you can also violate this Code by failing to file required reports, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts. Your conduct can violate this Code, even if no ADVISORY CLIENTS are harmed by your conduct.

If you have any doubt or uncertainty about what this Code requires or permits, you should ask the CHIEF COMPLIANCE OFFICER. Don't assume you know the answer.

PART I - STANDARDS OF CONDUCT (CONTINUED)

B. GENERAL ANTI-FRAUD PROHIBITION - THIS APPLIES TO ALL PERSONNEL

It is a violation of this Code of Ethics for any officer, director or employee of SCM, in connection with the purchase or sale, directly or indirectly:

o To employ any device, scheme, or artifice to defraud any ADVISORY CLIENT of SCM;

o To make any untrue statement of a material fact to any ADVISORY CLIENT of SCM or omit to state a material fact necessary in order to make the statements made to the ADVISORY CLIENT, in light of the circumstances under which they are made, not misleading;

o To engage in any act, practice, or course of business that operates or would operate as a fraud or deceit on any ADVISORY CLIENT of SCM;

o To engage in any manipulative practice with respect to any ADVISORY CLIENT of SCM;

o To engage in any transaction in securities on the basis of material, nonpublic information in violation of applicable law.

C. GIFTS TO OR FROM BROKERS OR ADVISORY CLIENTS--THIS APPLIES TO ALL PERSONNEL

No personnel may accept or receive on their own behalf or on behalf of SCM any gift or other accommodations from a vendor, broker, securities salesman, ADVISORY CLIENT, or prospective ADVISORY CLIENT (a "business contact") that might create a conflict of interest or interfere with the impartial discharge of the recipient's responsibilities to SCM or its ADVISORY CLIENTS or place the recipient or the Firm in a difficult or embarrassing position. This prohibition applies equally to gifts to members of the FAMILY/HOUSEHOLD of SCM personnel.

No personnel may give on his or her own behalf or on behalf of SCM any gift or other accommodation to a business contact that may be construed as an improper attempt to influence the recipient.

In no event should gifts to or from any one-business contact have a value that exceeds the annual limitation on the dollar value of gifts established by the NASD from time to time (currently $100).

These policies are not intended to prohibit normal business entertainment. For more information, please review the firm's Policy Regarding Gifts or ask the CHIEF COMPLIANCE OFFICER.

PART I - STANDARDS OF CONDUCT (CONTINUED)

D. SERVICE ON THE BOARD OR AS AN OFFICER OF ANOTHER COMPANY - THIS APPLIES TO ALL PERSONNEL

To avoid conflicts of interest, inside information, and other compliance and business issues, SCM prohibits all its employees from serving as officers or members of the board of any other for-profit entity, except with the advance written approval of the CHIEF OPERATING OFFICER and CHIEF COMPLIANCE OFFICER of SCM. SCM can deny approval for any reason. This prohibition does not apply to service as an officer or board member of any parent or subsidiary of SCM. Any transactions for any ADVISORY CLIENT account in securities of any company that any employee of SCM serves as an officer or board member must be pre-approved by the CHIEF COMPLIANCE OFFICER. Also, you must: (a) certify on a quarterly basis that neither you nor any member of your FAMILY/HOUSEHOLD has such a position with a public company, and (b) inform the Compliance Department immediately if you or any member of your FAMILY/HOUSEHOLD assumes such a position.

PART II - PERSONAL TRADING

A. REPORTING REQUIREMENTS - THESE APPLY TO ALL ACCESS PERSONS (INCLUDING ALL ADVISORY PERSONS)

NOTE: One of the most complicated parts of complying with this Code is understanding what holdings, transactions, and accounts you must report and what accounts are subject to trading restrictions. For example, accounts of certain members of your FAMILY/HOUSEHOLD are covered, as are certain categories of trust accounts, certain investment pools in which you might participate, and certain accounts that others may be managing for you. To be sure you understand what holdings, transactions, and accounts are covered, it is essential that you carefully review the definitions of COVERED SECURITY, FAMILY/HOUSEHOLD, and BENEFICIAL OWNERSHIP in the "Definitions" section at the end of this Code. For your own protection and the protection of SCM, you should always err on the side of reporting if you have any question as to whether you are required to report.

ALSO: You must file the reports described below, even if you have no holdings, transactions, or accounts to list in the reports.

1. Initial Holdings Reports. No later than 10 days after you become an ACCESS PERSON, you must file with the CHIEF COMPLIANCE OFFICER a Holdings Report (See Attachment A- copies of all reporting forms are available from the CHIEF COMPLIANCE OFFICER and on the SCM Intranet).

The report requires you to list all COVERED SECURITIES in which you (or members of your FAMILY/HOUSEHOLD) have BENEFICIAL OWNERSHIP. It also requires you to list all brokers, dealers, and banks where you maintained an account in which any securities (not just COVERED SECURITIES) were held for the direct or indirect benefit of you or a member of your FAMILY/HOUSEHOLD on the date you became an ACCESS PERSON. The report must be current as of a date no more than 45 days prior to the date you became an ACCESS PERSON.

The report also requires you to confirm that you have read and understand this Code, that you understand that it applies to you and members of your FAMILY/HOUSEHOLD and that you understand that you are an ACCESS PERSON and, if applicable, an ADVISORY PERSON under this Code.

PART II - PERSONAL TRADING (CONTINUED)

2. Quarterly Transaction Reports. No later than 15 DAYS after the end of March, June, September, and December each year, you must complete and submit to the CHIEF COMPLIANCE OFFICER a Quarterly Transactions Report. This Report will be disseminated by the Compliance Department to all ACCESS PERSONS via e-mail.

The Report requires you to list all transactions (other than transactions effected pursuant to an AUTOMATIC INVESTMENT PLAN) during the most recent calendar quarter in COVERED SECURITIES, in which transactions you (or a member of your FAMILY/HOUSEHOLD) had BENEFICIAL OWNERSHIP. The report also requires you to list all brokers, dealers, and banks where you or a member of your FAMILY/HOUSEHOLD established an account in which any securities (not just COVERED SECURITIES) were held during the quarter for the direct or indirect benefit of you or a member of your
FAMILY/HOUSEHOLD.

Every Quarterly Transactions Report shall contain the following information:

o The date of the transaction, the title, the interest rate and maturity date (if applicable), and the number of shares, and the principal amount of each security involved;

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

o The price at which the transaction was effected;

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

o The date when you submit the report.

Copies of statements or confirmations containing the information specified above may be submitted in lieu of listing the transactions. Persons submitting statements (or causing statements to be submitted) will be deemed to have satisfied this reporting requirement, and need only sign off quarterly on having complied.

For periods in which no reportable transactions were effected, the Quarterly Transactions Report shall contain a representation that no transactions subject to the reporting requirements were effected during the relevant time period.

PART II - PERSONAL TRADING (CONTINUED)

3. Annual Holdings Reports. No later than JANUARY 30TH of each year, you must file with the CHIEF COMPLIANCE OFFICER an Annual Holdings Report on Attachment A. The report must state the date on which you submit it.

The Report requires you to list all COVERED SECURITIES, including shares of mutual funds, in which you (or a member of your FAMILY/HOUSEHOLD) had BENEFICIAL OWNERSHIP as of December 31 of the prior year. It also requires you to list all brokers, dealers, and banks where you or a member of your FAMILY/HOUSEHOLD maintained an account in which any securities (not just COVERED SECURITIES) were held for the direct or indirect benefit of you or a member of your FAMILY/HOUSEHOLD on December 31 of the prior year.

The report also requires you to confirm that you have read and understand this Code and have complied with its requirements, that you understand that it applies to you and members of your FAMILY/HOUSEHOLD, and that you understand that you are an ACCESS PERSON and, if applicable, an ADVISORY PERSON under this Code.

4. Personal Accounts; Duplicate Confirmation Statements. All personal brokerage accounts of SCM personnel and/or any members of their FAMILY/HOUSEHOLD must be maintained at a brokerage approved by the Compliance Department (See Attachment D). Any exceptions to this policy must be approved by the Compliance Department. If you or any member of your FAMILY/HOUSEHOLD has, or intends to open, a securities account with any broker, dealer, or bank, including a broker on the approved list, you or your FAMILY/HOUSEHOLD member must (a) notify the Compliance Department and (b) direct that broker, dealer, or bank to send, directly to the Firm's CHIEF COMPLIANCE OFFICER, contemporaneous duplicate copies of all transaction confirmation statements and all account statements relating to that account.

5. Exceptions to Reporting Requirements. An ACCESS PERSON is not required to file reports under paragraphs A.1, A.2 or A.3 above with respect to accounts over which neither the ACCESS PERSON nor any member of his or her FAMILY/HOUSEHOLD exercises any direct or indirect influence or control.

PART II - PERSONAL TRADING (CONTINUED)

B. TRANSACTION RESTRICTIONS - THESE APPLY TO ALL ACCESS PERSONS (INCLUDING ALL ADVISORY PERSONS).

1. Pre-clearance. You and members of your FAMILY/HOUSEHOLD are prohibited from engaging in any transaction in a COVERED SECURITY (other than as excepted below) for any account in which you or a member of your FAMILY/HOUSEHOLD has any BENEFICIAL OWNERSHIP, unless you obtain, in advance of the transaction, written pre-clearance for that transaction from the CHIEF COMPLIANCE OFFICER. All requests for pre-clearance must be submitted to the CHIEF COMPLIANCE OFFICER via e-mail using the SCM E-mail/Outlook Pre-clearance Form (See Attachment C).

Once obtained, pre-clearance is valid only for the day on which it is granted. The CHIEF COMPLIANCE OFFICER may revoke a pre-clearance any time after it is granted and before you execute the transaction. The CHIEF COMPLIANCE OFFICER may deny or revoke pre-clearance for any reason. In no event will pre-clearance be granted for any COVERED SECURITY if, to the knowledge of the CHIEF COMPLIANCE OFFICER, the Firm has a buy or sell order pending for that same security or a closely related security (such as an option relating to that security, or a related convertible or exchangeable security) for any ADVISORY CLIENT. Please note that obtaining pre-clearance for a transaction does not guarantee that the trade will not be later reversed should a subsequent trade in the same security be effected in any account.

PART II - PERSONAL TRADING (CONTINUED)

The pre-clearance requirements DO NOT apply to the following categories of transactions:

o Transactions in shares of open-end mutual funds that are not registered investment companies advised or sub-advised by SCM.(1) Closed-end funds and Exchange Traded Funds (ETFs) require pre-clearance.

o Transactions that occur by operation of law or under any other circumstance in which neither the ACCESS PERSON nor any member of his or her FAMILY/HOUSEHOLD exercises any direct or indirect influence or control over the account in which the transaction occurred.

o Purchases of COVERED SECURITIES pursuant to an AUTOMATIC INVESTMENT PLAN.

2. Initial Public Offerings and Private Placements. Neither you nor any member of your FAMILY/HOUSEHOLD may acquire any BENEFICIAL OWNERSHIP in any COVERED SECURITY in: (a) an initial public offering, under any circumstances; or (b) a private placement (including a private placement of interests in a hedge fund or other investment limited partnership), except with specific approval from SCM's CHIEF OPERATING OFFICER (in addition to normal pre-clearance from the Compliance Department).

3. Short-Term Trading. Neither you nor any member of your FAMILY/HOUSEHOLD may purchase and sell, or sell and purchase, shares of any Fund sub-advised by SCM within any period of 60 calendar days. If you or any member of your FAMILY/HOUSEHOLD purchase and sell, or sell and purchase, any other COVERED SECURITY (or any closely related security, such as an option or a related convertible or exchangeable security) within any period of 60 calendar days, then the Firm will require any profits from the transactions to be donated to a charity designated by the Firm.

PART II - PERSONAL TRADING (CONTINUED)

C. BLACKOUT PERIODS - APPLIES TO ALL ADVISORY PERSONS ONLY

No ADVISORY PERSON (including any member of the FAMILY/HOUSEHOLD of such ADVISORY PERSON) may purchase or sell any COVERED SECURITY within the seven calendar days immediately before or after a calendar day on which any ADVISORY CLIENT account purchases or sells that COVERED SECURITY (or any closely related security, such as an option or a related convertible or exchangeable security). If any such transactions occur, SCM, at the sole discretion of the CHIEF COMPLIANCE OFFICER and the senior management of SCM, will generally require any profits from the transactions to be donated to a charity designated by the Firm. Program trades and ADVISORY CLIENT account liquidations that occur in an ADVISORY CLIENT'S account during an ADVISORY PERSON'S blackout period may not, at the sole discretion of the CHIEF COMPLIANCE OFFICER and senior management of SCM, require an ADVISORY PERSON to reverse his or her purchase or sell. Note that the total blackout period is 15 days (the day of the ADVISORY CLIENT trade, plus seven days before and seven days after).

NOTE: It sometimes happens that an ADVISORY PERSON who is responsible for making investment recommendations or decisions for ADVISORY CLIENT accounts (such as a portfolio manager or analyst) determines--within the seven calendar days after the day he or she (or a member of his or her FAMILY/HOUSEHOLD) has purchased or sold for his or her own account a COVERED SECURITY that was not, to the ADVISORY PERSON's knowledge, then under consideration for purchase by any ADVISORY CLIENT account--that it would be desirable for ADVISORY CLIENT accounts as to which the ADVISORY PERSON is responsible for making investment recommendations or decisions to purchase or sell the same COVERED SECURITY (or a closely related security). In this situation, the ADVISORY PERSON MUST put the ADVISORY CLIENTS' interests first, and promptly make the investment recommendation or decision in the ADVISORY CLIENTS' interest, rather than delaying the recommendation or decision for ADVISORY CLIENTS until after the seventh day following the day of the transaction for the ADVISORY PERSON'S (or FAMILY/HOUSEHOLD member's) own account to avoid conflict with the blackout provisions of this Code. Additionally, such ADVISORY PERSON shall submit a written report to the CHIEF COMPLIANCE OFFICER describing the circumstances of the purchase or sale of the COVERED SECURITY for his or her own account, and attesting that at the time of such purchase or sale, the ADVISORY PERSON did not have actual knowledge that the COVERED SECURITY was being considered for purchase or sale by any ADVISORY CLIENT account. SCM recognizes that this situation may occur in entire good faith, and will not require disgorgement of profits in such instances if it appears, in the sole discretion of the CHIEF COMPLIANCE OFFICER and senior management of SCM, that the ADVISORY PERSON acted in good faith and in the best interests of SCM's ADVISORY CLIENTS.

PART III - TERMS DEFINED

A. DEFINITIONS

These terms have special meanings in this Code of Ethics:

o ACCESS PERSON
o ADVISORY CLIENT
o ADVISORY PERSON
o AUTOMATIC INVESTMENT PLAN
o BENEFICIAL OWNERSHIP
o CHIEF COMPLIANCE OFFICER
o CHIEF OPERATING OFFICER
o COVERED SECURITY
o EXECUTIVE COMMITTEE
o FAMILY/HOUSEHOLD

The special meanings of these terms as used in this Code of Ethics are explained below. Some of these terms (such as "beneficial ownership") are sometimes used in other contexts, not related to Codes of Ethics, where they have different meanings. For example, "beneficial ownership" has a different meaning in this Code of Ethics than it does in the SEC's rules for proxy statement disclosure of corporate directors' and officers' stockholdings, or in determining whether an investor has to file 13D or 13G reports with the SEC.

IMPORTANT: IF YOU HAVE ANY DOUBT OR QUESTION ABOUT WHETHER AN INVESTMENT, ACCOUNT OR PERSON IS COVERED BY ANY OF THESE DEFINITIONS, ASK THE CHIEF COMPLIANCE OFFICER. DON'T JUST ASSUME YOU KNOW THE ANSWER.

Access Person means: (A) any officer, director, general partner or employee of SCM who, in connection with his or her regular functions or duties, makes, participates in, influences, or obtains information regarding, the purchase or sale of any securities (even if they are not COVERED SECURITIES) for any ADVISORY CLIENT account, or any recommendations with respect to such purchases or sales (whether or not they are COVERED SECURITIES).

Advisory Client means any Fund or managed portfolio that SCM Advisors LLC serves as Advisor or Sub-Advisor.

PART III - TERMS DEFINED (CONTINUED)

Advisory Person means any ACCESS PERSON who, in connection with his or her regular functions or duties, makes, participates in or influences (A) the purchase or sale of any securities (even if they are not COVERED SECURITIES) for any client account or (B) any recommendations with respect to such purchases or sales. SCM's EXECUTIVE COMMITTEE members are also ADVISORY PERSONS. A person who is an ACCESS PERSON solely by virtue of the fact that that person obtains information regarding the purchase or sale of any securities or any recommendation with respect to such purchases or sales, but does not make, participate in, or influence such purchases, sales, or recommendations is not an ADVISORY PERSON.

Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

PART III - TERMS DEFINED (CONTINUED)

Beneficial Ownership means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. It also includes transactions over which you exercise investment discretion (other than for a client of SCM), even if you don't share in the profits.

BENEFICIAL OWNERSHIP is a very broad concept. Some examples of
BENEFICIAL OWNERSHIP include:

o Securities held in a person's own name, or that are held for the person's benefit in nominee, custodial or "street name" accounts.
o Securities owned by or for a partnership in which the person is a general partner (whether the ownership is under the name of that partner, another partner or the partnership or through a nominee, custodial or "street name" account).
o Securities that are being managed for a person's benefit on a discretionary basis by an investment adviser, broker, bank, trust company, or other manager, unless the securities are held in a "blind trust" or similar arrangement under which the person is prohibited by contract from communicating with the manager of the account and the manager is prohibited from disclosing to the person what investments are held in the account. (Just putting securities into a discretionary account is not enough to remove them from a person's BENEFICIAL OWNERSHIP. This is because, unless the account is a "blind trust" or similar arrangement, the owner of the account can still communicate with the manager about the account and potentially influence the manager's investment decisions.)
o Securities in a person's individual retirement account.
o Securities in a person's account in a 401(k) or similar retirement plan, even if the person has chosen to give someone else investment discretion over the account.
o Securities owned by a trust of which the person is either a trustee or a beneficiary.
o Securities owned by a corporation, partnership, or other entity that the person controls (whether the ownership is under the name of that person, under the name of the entity or through a nominee, custodial or "street name" account).

This is not a complete list of the forms of ownership that could constitute BENEFICIAL OWNERSHIP for purposes of this Code. You should ask the CHIEF COMPLIANCE OFFICER if you have any questions or doubts at all about whether you or a member of your FAMILY/HOUSEHOLD would be considered to have BENEFICIAL OWNERSHIP in any particular situation.

PART III - TERMS DEFINED (CONTINUED)

Chief Compliance Officer means the person designated to perform the functions of the CHIEF COMPLIANCE OFFICER. You can reach the CHIEF COMPLIANCE OFFICER by calling (415) 486-6500 (or by e-mail at compliance@scmadv.com). For purposes of reviewing the CHIEF COMPLIANCE OFFICER'S own transactions and reports under this Code, the functions of the CHIEF COMPLIANCE OFFICER are performed by an alternate Compliance Officer of the firm.

Three alternate Compliance Officers have been designated for SCM: (1) Chief Operating Officer, (2) Chairman of the Executive Committee and
(3) Director of Equity.

The CHIEF COMPLIANCE OFFICER will create a list of all ACCESS PERSONS and update the list with reasonable frequency. The CHIEF COMPLIANCE OFFICER will circulate a copy of this Code and any amendments hereto to each ACCESS PERSON, together with an acknowledgement of receipt, which shall be signed and returned to the CHIEF COMPLIANCE OFFICER by each ACCESS PERSON promptly after he or she becomes an ACCESS PERSON and at least once a year thereafter.

Chief Operating Officer means the person designated to perform the functions of the CHIEF OPERATING OFFICER. You can reach the CHIEF OPERATING OFFICER by calling (415) 486-6500 (or by e-mail at compliance@scmadv.com). The CHIEF OPERATING OFFICER will coordinate with the CHIEF COMPLIANCE OFFICER on certain compliance related matters such as personal trading, approval of ACCESS PERSONS to participate in IPOs and private placements and approval of ACCESS PERSONS to serve on a company's Board of Directors. The CHIEF OPERATING OFFICER or an alternate Compliance Officer will review the CHIEF COMPLIANCE OFFICER'S own transactions and reports under this Code.

PART III - TERMS DEFINED (CONTINUED)

Covered Security means anything that is considered a "security" under the Investment Company Act of 1940, including, but not limited to:

o Equities
o Corporate Bonds
o Municipal Bonds
o Closed-End Mutual Funds
o Open-End Mutual Funds of any ADVISORY CLIENT
o Exchange Traded Funds (ETFs)
o SPDRs
o QQQQs
o Investments in limited partnerships
o Options on equities, indexes and currencies
o Investments in foreign mutual funds
o Investments in investment clubs

This list is not all-inclusive of every security defined as a COVERED SECURITY. If you are unsure whether you need to pre-clear a particular transaction, contact the Compliance Department for assistance.

For the purposes of this Code, the following securities are exempt from the definition of COVERED SECURITY and as such, do not need to be pre-cleared with the Compliance Department:

o Direct obligations of the US Government
o Money market mutual funds.
o Open end mutual funds that are not ADVISORY CLIENTS.

If you have any question or doubt about whether an investment is considered a security or a COVERED SECURITY under this Code, ask the CHIEF COMPLIANCE OFFICER.

PART III - TERMS DEFINED (CONTINUED)

Executive Committee shall mean the following persons, individually and collectively: Albert Gutierrez, Doug S. Couden, Sam Austin, Diane M. Spirandelli and Steve Go.

o Your spouse or domestic partner (unless they do not live in the same household as you and you do not contribute in any way to their support).

o Your children, if they: (A) are under the age of 18 or (B) live in the same household as you or (C) receive any support from you.

o Any of these people who live in your household: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law, including adoptive relationships.

Comment - There are a number of reasons why this Code covers transactions in which members of your FAMILY/HOUSEHOLD have BENEFICIAL OWNERSHIP. First, the SEC regards any benefit to a person that you help support financially as indirectly benefiting you, because it could reduce the amount that you might otherwise contribute to that person's support. Second, members of your household could, in some circumstances, learn of information regarding the Firm's trading or recommendations for client accounts, and must not be allowed to benefit from that information.

ATTACHMENT A

HOLDINGS REPORT

For the Year/Period Ended: ___________________

(month/day/year)

Check here if this is an Initial Holdings Report

The following is a complete list of accounts, which fall within the firm's Code of Ethics and Policy on Personal Trading. The accounts listed shall include those of your family/household as defined in the firm's Code of Ethics. PLEASE ATTACH COPIES OF STATEMENTS IF MORE THAN ONE ACCOUNT.

Account Name(s):______________________________________________ Acct #_________________________

Firm:_______________________________________________________________________________________

                 ACCOUNTS MANAGED BY OUTSIDE INVESTMENT ADVISORS
                 -----------------------------------------------
Name/Address of Advisor
_____________________________________________________________________________

Name of
Account/Number_____________________________________________________________________________

I have no discretion over the above account ________          I may use discretion over the above account _______

                        PARTNERSHIPS (LIMITED OR GENERAL)
                        ---------------------------------
Name of

Partnership__________________________________________________________________________________

Limited/General Partner
_______________________________________________________________________________

% of your interest _______  Can you make or influence investments by the partnership? Yes ___ No ____

                    SECURITIES ACQUIRED BY PRIVATE PLACEMENT
                    ----------------------------------------

  (Include description, details of acquisition and custodian OR attach copy of
                             most recent statement)

                      ACCOUNTS MANAGED OUTSIDE OF THE FIRM
                      ------------------------------------

Do you manage or participate in the management of accounts outside of the firm?
Yes ______ No ______ If yes, provide complete details below or on a separate
sheet of paper.

PLEASE COMPLETE THE ONE OF THE FOLLOWING

_____    I have no securities holdings

_____    I DO NOT MAINTAIN TRADING ACCOUNTS OUTSIDE OF THE FIRM, OTHER THAN
         THOSE PERMISSIBLE UNDER THE FIRM'S CODE OF ETHICS, LISTED ABOVE.

I understand the firm will be requesting copies of confirms and statements or
other similar evidence of ownership, from the entities above.

-------------------------------------------          -------------
Employee's signature                                      Date

--------------------------------------------------------------------------------
SCM ADVISORS LLC                       17               PRIVATE AND CONFIDENTIAL

ATTACHMENT B

CODE OF ETHICS

ANNUAL CERTIFICATION OF COMPLIANCE

This Code of Ethics (the "Code") has been adopted by SCM Advisors LLC, primarily for the purpose of providing rules and guidelines for employees with respect to their personal securities transactions. The firm is required to adopt a Code in accordance with Rule 204A-1 under the Investment Advisors Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940.

I have read, understand and agree to comply with the Code of Ethics of SCM Advisors LLC.

[YOU ARE BEING PROVIDED A SAMPLE OF THIS FORM IF YOU WISH TO REQUEST A PRE-CLEAR
MANUALLY; THIS FORM IS AVAILABLE ONLINE THROUGH YOUR OUTLOOK MAIL PROGRAM.]

PERSONAL & CONFIDENTIAL    FAX:415-486-6724    QUESTIONS: 415-486-6726
-----------------------    ----------------    -----------------------

From:                                                                  Tel:
     ------------------------------------------------------------------    -------------------------------
                           (print name)

In accordance with the Code of Ethics for SCM Advisors, I hereby:
                                                                           No. of
          request trade clearance for                                      Shares
---------                                   ------------------------------        ---------------
          stocks (common or preferred); bonds (coupon/maturity)

                    Purchase            Sale [if sale, please indicate purchase date:                 ]
          ---------           ---------                                               ----------------

                    Check here if proposed Purchase is in an initial public offering
          ---------

          request trade clearance for private placement of
---------                                                  -----------------------------

          request authorization to serve on Board of public company
---------

          notify of brokerage account #*                      ; broker/dealer
---------                               ----------------------

*If this is checked, please sign if you have requested the firm to provide duplicate confirmations and

statements to the Firm's Compliance Officer.  Signature:
                                                         -----------------------------------------

I am a:           Portfolio Manager         Advisory Person            Access Person
         ---------                  --------                  ---------

I certify that:

1.       I have received and read the Code within the past year and believe that
         this transaction is consistent with the Code's policy of requiring
         detection, disclosure and prevention of conflicts of interest in
         personal trading activities.

2.       If approved, I will execute the trade within the day of approval.
         Furthermore, I understand that this pre-clearance is only valid for
         this day and I will need to receive separate pre-clearance if I wish to
         effect a transaction in this security on another day.

Signature:                                                             Date:
          -------------------------------------------------------------     ---------------------

APPROVED:                                                              Date:
         --------------------------------------------------------------     ---------------------

NOT APPROVED/REASON:                                                   Date:
                      -------------------------------------------------     ---------------------

ATTACHMENT D

APPROVED BROKER LIST FOR EMPLOYEE PERSONAL ACCOUNTS

EMPLOYEES AND MEMBERS OF THEIR FAMILY OR HOUSEHOLD, AS DEFINED IN THE SCM CODE OF ETHICS, MAY MAINTAIN BROKERAGE ACCOUNTS AT ANY OF THE FOLLOWING LIST OF APPROVED BROKERS. PRIOR APPROVAL FROM THE COMPLIANCE DEPARTMENT IS REQUIRED TO OPEN A BROKERAGE ACCOUNT WITH ANY BROKER NOT LISTED BELOW.

AG Edwards
Ameritrade
Banc of America
Bear Stearns
Charles Schwab
Citigroup
Conifer Securities
E*Trade
Fidelity
Friedman Billings Ramsey
Harris Direct
Oppenheimer
Options Express
Merrill Lynch
Morgan Stanley
Scottrade
Smith Barney
T. Rowe Price
TD Waterhouse
UBS
US Bancorp
Vanguard
Wachovia
Wells Fargo

FEBRUARY 1, 2007

SUB-ADVISED AFFILIATED MUTUAL FUNDS

Phoenix Opportunities Trust
1sen4 Phoenix Bond Fund
1sen1 Phoenix Earnings Driven Growth Fund

Phoenix Strategic Equity Series Fund
1pdp4 Phoenix Strategic Growth Fund

Phoenix Series Fund
1pdp10 Phoenix High Yield Fund

Phoenix Insight Funds Trust
1pdp11 Phoenix Insight High Yield Fund 1pdp12 Phoenix Insight Bond Fund

SUB-ADVISED NON-AFFILIATED MUTUAL FUNDS
1dunham5 Dunham Corporate/Gov't Bond Fund

EXHIBIT p.4

TURNER INVESTMENT PARTNERS, INC.
TURNER INVESTMENT MANAGEMENT LLC

CODE OF ETHICS AND PERSONAL TRADING POLICY

Dated February 1, 2005

Turner Investment Partners, Inc. and Turner Investment Management LLC ("Turner") each owes a fiduciary duty to all of its clients. All Turner employees have an affirmative duty of utmost good faith to deal fairly, to act in our clients' best interests at all times, and to make full and fair disclosure of material facts. To fulfill this duty:

1. We shall conduct business in a fair, lawful, and ethical manner;

2. We at all times shall furnish individualized, competent, disinterested, and continuous advice to our clients regarding the sound management of their investments;

3. We shall develop a reasonable, independent basis for our investment advice;

4. We shall offer our clients only those pre-approved products/services that have been determined to be appropriate for their specific needs and which provide fair value;

5. We shall respect and protect the right to privacy of all our clients by keeping all information about clients (including former clients) in strict confidence;

6. We shall seek to obtain best execution on behalf of each client, and brokers are selected with a view to obtaining best execution. Turner believes that best execution is typically achieved not by negotiating the lowest commission rate, but by seeking to obtain the best overall result (including price, commission rate and other relevant facts) for the client, all as more fully set forth in Turner's Best Execution Policy in its Compliance Manual;

7. We shall avoid and eliminate all actual or apparent conflicts of interest because we owe our clients undivided loyalty. When a conflict cannot be avoided or eliminated, full and fair disclosure of the conflict shall be made to the parties involved;

8. Management of Turner shall lead by example, creating an environment encouraging honesty and fair play by all employees in the conduct of his or her duties; and

9. Management of Turner shall review (and find acceptable) the qualifications, experience and training of all individuals prior to assigning any supervisory responsibilities.

Employees must comply with all applicable federal securities laws. Employees shall have and maintain sufficient knowledge of all laws that govern their duties and profession. Compliance with applicable federal securities laws is an essential part of

upholding our fiduciary duty to our clients.

Employees are not permitted in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client:

1. To defraud such client in any manner;

2. To mislead such client, including by making a statement that omits material facts;

3. To engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon such client;

4. To engage in any manipulative practice with respect to such client; or

5. To engage in any manipulative practice with respect to securities, including price manipulation.

To guarantee professional, candid, and confidential relationships to our clients, employees shall maintain the confidentiality of all information entrusted to us by our clients. Material, nonpublic information about Turner's securities recommendations and about client securities holdings and transactions shall not be misused in violation of the Securities Exchange Act of 1934 or the Investment Advisers Act of 1940, or the rules and regulations thereunder. This information is not to be used for personal gain or to be shared with others for their personal benefit.

Turner's policy and procedures for the prevention of insider trading set forth elsewhere in its Compliance Manual are incorporated into this Code of Ethics.

A. Personal investments: An employee should consider himself the beneficial owner of those securities held by him, his spouse, his minor children, a relative who shares his house, or persons by reason of any contract, arrangement, understanding or relationship that provides him with sole or shared voting or investment power.

B. Employees are barred from purchasing any securities (to include Common Stock and related Options, Convertible securities, Options, or Futures on Indexes) in which the firm has either a long or short position. If an employee owns a position in any security, he must get written pre-clearance from the Chairman or President to add to or sell the position. ALL SECURITY TRANSACTIONS (BUY OR SELL) REQUIRE WRITTEN CLEARANCE IN ADVANCE. Approval is good for 48 hours; if a trade has not been executed, subsequent approvals are necessary until the trade is executed. The Exception Committee (the Chairman, Vice Chairman, President, and Director of Compliance) must approve any exceptions to this rule.

C. Employees may not purchase initial public offerings. Transactions in private placements/limited partnerships and exchange traded funds (regardless of legal structure) require written pre-clearance. Mutual fund transactions are excluded from pre-clearance,

but must be reported (including in particular all mutual funds for which Turner serves as investment adviser or sub-adviser). Transactions in individual securities in IRA's, and Rollover IRA's that are self-directed (i.e. stocks or bonds, not mutual funds), and ESOP's (employee stock ownership plans) require pre-clearance. Pre-clearance is not required for non-volitional transactions, including automatic dividend reinvestment and stock purchase plan acquisitions, gifts of securities over which an employee has no control of the timing of the gift, and transactions that result from corporate action applicable to all similar security holders (such as stock splits, tender offers, mergers, stock dividends, etc.). Non-volitional transactions should be reported.

D. Blackout Restrictions: Employees are subject to the following restrictions when their purchases and sales of securities coincide with trades of Turner Clients (including investment companies):

1. Purchases and sales within three days following a client trade. Employees are prohibited from purchasing or selling any security within three calendar days after a client transaction in the same (or a related) security. The Exception Committee must approve exceptions. If an employee makes a prohibited transaction without an exception the employee must unwind the transaction and relinquish any gain from the transaction to charity.

2. Purchases within seven days before a client purchase. An employee who purchases a security within seven calendar days before a client purchases the same (or a related) security is prohibited from selling the security for a period of six months following the client's trade. The Exception Committee must approve exceptions. If an employee makes a prohibited sale without an exception within the six-month period, the employee must relinquish any gain from the transaction to charity.

3. Sales within seven days before a client sale. An employee who sells a security within seven days before a client sells the same (or a related) security must relinquish to charity the difference between the employee's sale price and the client's sale price (assuming the employee's sale price is higher). The Exception Committee must approve exceptions.

4. These restrictions do not apply to proprietary investment partnerships for which the firm acts as an adviser in which the officers and employees of the adviser have an equity interest of less than 50%.

E. Short Term Trading Rule - Employees may not take profits in any individual security in less than 60 days (includes Options, Convertibles and Futures). If an individual must trade with in this period, the Exception Committee must grant approval or the employee must relinquish such profits to charity. The closing of positions at a loss is not prohibited. Options that are out of the money may be exercised in less than 60 days. Turner's proprietary partnerships may take profits in less than 60 days. Mutual fund transactions are excluded from this rule.

F. Reporting: Consistent with the requirements of the Investment Advisers Act of 1940 - Rules 204-2 (a)(2) and (a)(3), and with the provisions of Rule 17j-1 of the Investment Company Act of 1940, all employees are considered access persons and must submit the following:

1. Initial Holdings Report - within ten (10) days of hire, all new employees are required to file a signed and dated Initial Holdings Report, setting forth the title, type of security and exchange ticker symbol or CUSIP number, the number of shares, and the principal amount of each covered security in which they have any direct or indirect beneficial ownership; and the name of any broker, dealer, or bank with whom an account is maintained in which any covered securities are held for their direct or indirect benefit. The information must be current as of a date no more than 45 days prior to the date the person becomes an employee.

2. Annual Holdings Report - on an annual basis, all employees are required to file within thirty (30) days of year-end a signed and dated Annual Holdings Report listing all securities beneficially owned as of December 31st. Within this Report, all employees must list the title and exchange ticker symbol or CUSIP number, the number of shares, and the principal amount of each covered security in which they had any direct or indirect beneficial ownership; and the name of any broker, dealer, or bank with whom an account was maintained in which any covered securities were held for their direct or indirect benefit. The information must be current as of a date no more than 45 days prior to the date the report was submitted.

3. Quarterly Transaction Reports - All employees must submit within ten (10) days following the end of each calendar quarter a signed and dated report listing all transactions executed during that preceding calendar quarter, along with duplicate statements/confirmations. For each transaction, employees are required to list the date of the transaction, the title, type of security, and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each covered security involved; the nature of the transaction (i.e., purchase, sale, or other type of acquisition/disposition); the price at which the transaction was effected; the name of any broker, dealer, or bank through which the transaction was effected; and the date the employee submits the report. Statements are reviewed by one of the firm's Series 24 principals. Brokerage, IRA's, Rollover IRA's (which are self-directed), ESOP's, private placements, and limited partnerships must all be reported as personal trading.

4. Annual Certification - All employees are required to certify annually to the Compliance Department that: (i) they have read and understand the Personal Trading Policy/Code of Ethics; (ii) they have complied with all requirements of the Personal Trading Policy/Code of Ethics; and (iii) they have reported all transactions required to be reported under the Personal Trading Policy/Code of Ethics.

G. Violation of the Personal Investments/Code of Ethics policy may result in disciplinary action, up to and including termination of employment.

Violation of the Code of Ethics may result in disciplinary action, up to and including termination of employment.

Employees shall promptly report any violations of the Code of Ethics to Turner's Chief Compliance Officer. Such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. The sooner the Compliance Department learns of a violation, the sooner Turner can take corrective measures.

Turner will make available to all employees a copy of its Code of Ethics and any material amendments. Employees are required to acknowledge, in writing, their receipt of the code and any material amendments.

The Chief Compliance Officer will review, at least annually, the adequacy of the Code and the effectiveness of its implementation.

AS YOU ARE AWARE, TURNER MUST COMPLY WITH THE INDUSTRY'S ETHICS RULES. WE MAY HAVE TAKEN A BROADER STANCE THAN OTHER COMPANIES REGARDING TRADING DISCLOSURES AND HOLDINGS REPORTING, BUT IT IS THIS STRICT CODE OF ETHICS AND ATTENTION TO DETAIL THAT HAS MADE TURNER WHAT IT IS TODAY, AN EMPLOYER OF CHOICE AND LEADER WITHIN OUR INDUSTRY.

AS EMPLOYEES OF TURNER, WE AGREE TO ABIDE BY INTERNAL POLICIES AND PROCEDURES. WE MUST BE AWARE THAT QUARTERLY TRADING DISCLOSURES AND HOLDINGS REPORTING IS A REQUIREMENT OF OUR EMPLOYMENT AT TURNER.

IT IS YOUR INDIVIDUAL RESPONSIBILITY TO PROVIDE THIS INFORMATION, WITHIN 10 DAYS OF THE CLOSE OF THE QUARTER END.

WE HOLD SPECIAL APPRECIATION FOR THOSE INDIVIDUALS WHO HAVE COMPLIED STRICTLY AND CONSISTENTLY, AND SUPPORT THEIR GOOD EFFORTS IN THAT REGARD.

WE WILL NOT TOLERATE A VIOLATION OF THIS POLICY; THEREFORE A PENALTY MUST BE SET FOR THOSE WHO CONSCIOUSLY DISREGARD THIS POLICY. ANY EMPLOYEE WHO HAS NOT MET THE REQUIREMENTS OF THE TRADING DISCLOSURES AND HOLDINGS REPORT POLICY AND PROVIDED SUCH INFORMATION TO THE COMPLIANCE DEPARTMENT BY THE CLOSE OF BUSINESS ON THE 10TH DAY AFTER QUARTER END WILL BE SUBJECT TO DISCIPLINARY ACTION. SUCH DISCIPLINARY ACTION MAY INCLUDE A WRITTEN DISCIPLINARY LETTER TO BE INCLUDED IN THE EMPLOYEE'S PERMANENT EMPLOYMENT RECORDS OR A REQUIREMENT THAT THE EMPLOYEE LEAVE THE PREMISES AND STAY AWAY WITHOUT PAY UNTIL THE REPORT HAS BEEN FILED.

FUTURE DISREGARD OF THIS POLICY BY ANY INDIVIDUAL WILL RESULT IN FURTHER DISCIPLINARY ACTION (INCLUDING THE POSSIBILITY OF TERMINATION), THE SEVERITY DEPENDING ON THE LIABILITY SUCH DISREGARD PLACES UPON TURNER, AMONG OTHER FACTORS.

LAST AMENDED: FEBRUARY 1, 2005

EXHIBIT p.5

DUFF & PHELPS INVESTMENT MANAGEMENT CO.
AMENDED AND RESTATED
CODE OF ETHICS (AUGUST 30, 2006)

A. 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 Section 204-2 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 Supervised 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:

Supervised Persons covered by the terms of this Code of Ethics must adhere to the following general principles as well as to the Code's specific provisions:

a) At all times, the interests of Adviser 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 and;

d) Information concerning the identity of security holdings and financial circumstances of clients is confidential.

e) Ensure that the investment management and overall business of the firm complies with the policies of Duff & Phelps, Phoenix Companies and applicable U.S. federal and state securities laws and regulations.

f) Supervised Persons are required to adhere to the standards of business conduct in The Phoenix Companies Code of Conduct.

B. Unlawful Actions

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.

A. "Supervised Persons" include directors, officers, and partners of the adviser (or other persons occupying a similar status or performing similar functions); Employees of the adviser; and Any other person who provides advice on behalf of the adviser and is subject to the adviser's supervision and control.

B. "Access Person" means any director, officer, general partners and partners of the adviser (or other persons occupying a similar status or performing similar functions), who has access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any fund the adviser or its control affiliates manage or is involved in making securities recommendations to clients, or has access to such recommendations that are non-public, or Advisory Person of the Adviser. The Compliance Department shall maintain a list of the Adviser's Access Persons.

C. "Adviser" means Duff & Phelps Investment Management Co.

D. "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 regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of a security by the Adviser for the 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 Adviser who obtains information concerning recommendations made to the Client with regard to the purchase or sale of a security. This grouping customarily includes the Portfolio Manager and other investment personnel comprising an investment team, such as an analyst or trader, who provide information and advice that enter into the investment decision to buy or sell a security for a Client.

E. 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 Advisory Person making the recommendation, when such person seriously considers making such a recommendation.

F. "Beneficial ownership" shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of
Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder. An Access person is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the access person's household.

G. "Client" means each and every investment company, or series thereof, or other account managed by the Adviser, individually and collectively.

H. "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the Investment Company Act, as amended.

I. "Initial Public Offering" means a public sale of an issue not previously offered to the public.

J. "Managed Fund or Portfolio" shall mean those Clients, individually and collectively, for whom the Portfolio Manager makes buy and sell decisions.

K. "Portfolio Manager" means the person (or one of the persons) entrusted with the day-to-day management of the Client's portfolio.

L. "Private Placement" or "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) thereof, or pursuant to Rule 504, Rule 505 or Rule 506 thereunder.

M. "Purchase or sale of a reportable security" includes, among other things, the writing of an option or the purchase or sale of a security that is exchangeable for or convertible into, a security that is held or to be acquired for a Client.

N. "Reportable security" shall have the meaning set forth in
Section 2(a)(36) of the Investment Company Act, as amended, and Rule 204A-1 as amended, including all ETFs and UIT ETFs except that it shall not include transactions and holdings in direct obligations of Government of the United States; money market instruments; bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments; shares of money market funds; transactions and holdings in shares of open-end mutual funds, unless the adviser or a control affiliate acts as the investment adviser or principal underwriter for the fund; and transactions in units of unit investment trust if the unit investment trust is invested exclusively in unaffiliated open-end mutual funds.

The prohibitions of Section 4 of this Code shall not apply to:

A. Purchases or sales of reportable securities effected in any account over which the Access Person has no direct or indirect influence or control in the reasonable estimation of the Compliance Officer.

B. Purchases or sales of reportable securities (1) not eligible for purchase or sale by the Client; or (2) specified from time to time by the Directors, subject to such rules, if any, as the Directors shall specify.

C. Purchases or sales which are non-volitional on the part of either the Access Person or the Client.

D. Purchases of shares of reportable securities necessary to establish an automatic dividend reinvestment plan or pursuant to an automatic dividend reinvestment plan, and the subsequent sales of such reportable securities.

E. Purchases of reportable securities 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. Purchases or sales of reportable securities issued under an employee stock purchase or incentive program unless otherwise restricted.

G. Transactions of reportable securities effected pursuant to an automatic investment plan.

A. IPO Rule: No Access Person may purchase any securities in an Initial Public Offering, except with the prior approval of the Compliance Department. This rule also applies to IPO's offered through the Internet.

B. Private Placement Rule or "Limited Offering": No Access Person may purchase securities any in a Private Placement or Limited Offering unless such purchase has been approved by the Compliance Department. Any such approved purchase should be disclosed to the Client if that issuer's securities are being considered for purchase or sale by the Client.

C. Pre-Clearance Rule: No Access Person may purchase or sell a reportable security unless such purchase or sale has been pre-cleared by the Compliance Department. Pre-clearance is required prior to executing a trade through a personal brokerage account or an Internet brokerage account. Pre-clearance is also required for transactions in puts, calls, ETF's, UIT ETFs, closed-end funds, and other well-known stock indices (e.g. the S&P 500). Pre-clearance is valid through the next business day (3 p.m. cst) following pre-clearance approval.

Exceptions: The following reportable securities transactions do not require pre-clearance:

1. Purchases or sales of up to 500 shares of reportable securities of issuers ranked in the Standard & Poor's 500 Composite Stock Index (S&P 500) at the time of purchase or sale. The Phoenix Companies Compliance Department maintains this list on the Intranet web site and updates it after the end of each quarter. A paper copy is available for review in the DPIM compliance department.

2. Purchase orders of reportable securities sent directly to the issuer via mail (other than in connection with a Private Placement or Limited Offering) or sales of such securities which are redeemed directly by the issuer via mail.

3. Transactions of reportable securities effected pursuant to an automatic investment plan.

NOTE: THE COMPLIANCE DEPARTMENT MAY DENY APPROVAL OF ANY TRANSACTION REQUIRING PRE-CLEARANCE UNDER THIS PRE-CLEARANCE RULE, EVEN IF NOMINALLY PERMITTED UNDER THIS CODE OF ETHICS, IF IT IS BELIEVED THAT DENYING PRE-CLEARANCE IS NECESSARY FOR THE PROTECTION OF THE CLIENT OR THE ADVISER. ANY SUCH DENIAL MAY BE APPEALED TO THE ADVISER'S COUNSEL. THE DECISION OF COUNSEL SHALL BE FINAL.

D. Open Order Rule: No Access Person may purchase or sell, directly or indirectly, any reportable security in which he has, or by reason of such transaction acquires, any direct or indirect beneficial ownership, when the Client 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 Client's order is executed or withdrawn.

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

1. Purchases or sales of up to 500 shares of reportable securities of issuers ranked in the Standard & Poor's 500 Composite Stock Index (S&P 500) at the time of purchase or sale.

2. Purchases or sales of reportable securities approved by the Compliance Department in his/her discretion.

ANY PROFITS REALIZED ON A PERSONAL TRADE IN VIOLATION OF THIS

SECTION 4D MUST BE DISGORGED.

E. Blackout Rule: If a Portfolio Manager's portfolio holds a reportable security that is the subject of a proposed personal trade by that Portfolio Manager, such personal trade may be permitted only as follows:

1. If the proposed personal trade is on the same side as the last portfolio transaction in that security, the personal trade cannot occur within two days of such portfolio transaction (i.e. neither at T nor T + 1 calendar day).

2. If the proposed personal trade is on the opposite side of the last portfolio transaction in that security, the personal trade cannot occur unless (a) it is more than two days after the portfolio transaction (i.e. T + 2 calendar days or later) AND (b) the pre-clearance request, if required, for such personal transaction at the time of purchase or sale, is to the reasonable satisfaction of the Compliance Department, and an explanation of the reasons the portfolio is not effecting a similar transaction.

3. Portfolio Managers of Mutual Funds may not directly or indirectly acquire or dispose of beneficial ownership in a covered security within seven calendar days before and after the Fund portfolio trades in that security.

ANY PROFITS REALIZED BY A PORTFOLIO MANAGER ON A PERSONAL
TRADE IN VIOLATION OF THIS SECTION 4E MUST BE DISGORGED.

F. Holding Period Rule: Access Persons must hold each reportable security, for a period of not less than sixty
(60) days, whether or not the purchase of such reportable security was an exempt transaction under any other provision of Section 4.

G. 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, meal 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 Client or the Adviser. All gifts and entertainment received or given must be reported to the Compliance Department.

H. No Advisory Person shall serve on the board of directors of a publicly traded company without prior authorization from Counsel or the Compliance Department. If board service is authorized, such Advisory Person shall have no role in making investment decisions with respect to the publicly traded company.

I. 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 managed by such Adviser/Sub-advisor or any affiliated adviser/sub-advisor. 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 asset allocation programs, automatic reinvestment programs, and any other non-volitional investment vehicles. Portfolio Managers shall provide quarterly certifications as to their compliance with this restriction.

J. No Supervised Person shall divulge or act upon any material, non-public information as such term is defined under relevant securities laws.

A. 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 reportable securities trade and a copy, at least quarterly, of an account statement to the Compliance Department.

B. Every Access Person shall report to the Adviser the information described in Section 5C of this Code with respect to transactions in any reportable security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the reportable security; provided, however, that an Access Person shall not be

required to make a report with respect to transactions effected for any account over which such person does not have any direct or indirect influence. Additionally every Access Persons must include Phoenix affiliated mutual fund transactions not included in any received brokerage statements, including Phoenix-Fidelity 401K for which the Adviser does not require broker confirms or statements.

C. Every transaction report required pursuant to Section 5B above shall be made not later than 15days 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) The date of the transaction, the title and the number of shares, and the principal amount of each reportable security involved;

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

(iii) The price at which the transaction was effected;

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

(v) The date of approval of the transaction and the person who approved it as required by Section 4B or C above.

D. Each Access Person shall submit an Initial Holdings and Annual Holdings report listing all personal reportable securities holdings to the Compliance Department upon the commencement of service and annually thereafter (the "Initial Holdings Report" and the "Annual Holdings Report", respectively). The information on the Initial Holdings Report must be current as of a date not more than 45 days prior to the date the individual becomes an Access Person. An Initial Holdings Report must be submitted to Compliance no later than 10 days after becoming an Access Person. The Annual Holdings Report holdings information shall be as of December 31 and include a certification by the Access Person that he or she has read and understood the Code of Ethics and has complied with the Code's requirements. The annual report and certification will be submitted to the Compliance Department by January 31. Annually, any Phoenix affiliated mutual fund, open or closed must be disclosed including those held in the Access Person's Phoenix Fidelity 401K plan. If the Access Person does not own any Phoenix funds in the Phoenix Fidelity 401K plan he/she does not need to disclose the open-end mutual fund holdings

Every "Initial Holdings Report" and "Annual Holdings Report"

required pursuant to Section 5D above shall contain the following information:

(i) The title and type of reportable security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security in which the access person has any direct or indirect beneficial ownership;

(ii) The name of any broker,, dealer or bank with which the access person maintains an account in which any reportable securities are held for the access person's direct or indirect benefit;

(iii) The date the access person submits the report.

(iv) For "Annual Holdings Report" only, a certification by the access person that he or she has read and understood the Code and has complied with the Code's requirements.

Exceptions to reporting requirements (Quarterly Transactions and Initial and Annual Holdings):

Any report with respect to reportable securities held in accounts over which the access person had no direct or indirect influence or control;

(ii) A transaction report with respect to reportable securities transactions effected pursuant to an automatic investment plan;

(iii) A transaction report if the report would duplicate information contained in broker trade confirmations or account statements received no later than 30 days after the end of the applicable calendar quarter;

(iv) Any person who is an access person by virtue of being a director of a Fund, but who is not an "interested person" (as defined in the Investment Company Act of 1940) with respect to that Fund need not make an initial or annual holdings report under 5D;

(v) Any person who is an access person by virtue of being a director of a Fund, but who is not an "interested person" (as defined in the Investment Company Act of 1940) with respect to that Fund need not make a quarterly transaction report under 5C above unless such person, at the time of any transaction during the quarter, knew, or in the ordinary course of fulfilling his or her official duties as a director of the Fund should have known, that the security such person purchased or sold is or was purchased

or sold by the Fund or was being considered for purchase or sale by the Fund.

E. Any report made under this Section 5 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.

F. The Compliance Officer shall submit an annual report to the Adviser's Fund Board of Directors that summarizes the current Code of Ethics procedures, identifies any violations requiring significant remedial action, and recommends appropriate changes to the Code, if any.

G. Any Access Person shall immediately report any potential violation of this Code of which he or she becomes aware to the Compliance Department. No employee will be terminated or otherwise retaliated against for submitting any potential violations of this Code.

H. The Adviser's Compliance Personnel will review all reports and other information submitted under Section 5. This review will include such comparisons with trading records of client accounts as are necessary or appropriate to determine whether there have been any violations of the Code.

I. The Adviser's Compliance Personnel 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.

The Adviser will maintain and cause to be maintained in an easily accessible place, the following records:

(i) A copy of any Code of Ethics for the organization that is in effect, or at any time within the past (5) years was in effect.

(ii) A record of any violation or of any action taken as a result of the violation of any such Code that occurred during the current year and the past five (5) calendar years;

(iii) A copy of each report made by an access person during the current year and the past five (5) calendar years as required by Rule 17j-1 and/or Rule 204A-1 and Section 5C and 5D of this Code, including any information provided in lieu of the reports under Section 5C and 5D above;

(iv) A list of all persons, currently or with in the past

five (5) years who are or were required to make reports pursuant to Rule 17j-1 and/or Rule 204A-1 and Section 5C and 5D above, or who were responsible for reviewing those reports, together with an appropriate description of their title or employment;

(v) A copy of each report made by the Compliance Officer pursuant to Section 5F above during the current year and the past five (5) calendar years;

(vi) A record of any decision made during the current year and the past five (5) calendar years by the Compliance Officer, and the reasons supporting each such decision, to grant prior approval pursuant to Section 4A and 4B above for acquisition by an access person of securities in an initial public offering or a private placement transaction.

Upon discovering a violation of this Code, the Parent of the Adviser or if applicable the Funds Board of Directors, in addition to any remedial action already taken by the respective adviser or related entity, may impose such sanctions as it deems appropriate (see under separate cover the currently imposed sanctions), including, among other things, a letter of censure or suspension or termination of employment, or suspension of personal trading privileges for such period as it may deem appropriate.

EXHIBIT p.6

POLICY AND PROCEDURES OF
PHOENIX/ZWEIG ADVISERS LLC AND EUCLID ADVISORS LLC
DESIGNED TO DETECT AND PREVENT INSIDER TRADING

POLICY AND PROCEDURES OF
PHOENIX/ZWEIG ADVISERS LLC AND EUCLID ADVISORS LLC
DESIGNED TO DETECT AND PREVENT INSIDER TRADING

SECTION I. POLICY STATEMENT ON INSIDER TRADING

A. INTRODUCTION

Phoenix/Zweig Advisers LLC and Euclid Advisors LLC (each of which is hereinafter referred to as an "Adviser" or the "Adviser") each seeks to foster a reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in us by our clients is something we should value and endeavor to protect. To further that goal, this Policy Statement implements procedures to deter the misuse of material, nonpublic information in securities transactions.

Trading securities while in possession of material, nonpublic information or improperly communicating that information to others may expose you to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The Securities and Exchange Commission can recover the profits gained or losses avoided through the violative trading, impose a penalty of up to three times the illicit windfall and issue an order permanently barring you from the securities industry. Finally, you may be sued by investors seeking to recover damages for insider trading violations.

Regardless of whether a government inquiry occurs, the Advisers view seriously any violation of this Policy Statement. Such violations constitute grounds for disciplinary sanctions, including dismissal.

B. SCOPE OF THE POLICY STATEMENT

This Policy Statement is drafted broadly; it will be applied and interpreted in a similar manner. This Policy Statement applies to securities trading and information handling by directors, officers and employees of the Advisers (including spouses, minor children and adult members of their households).

This Policy Statement on Insider Trading and the following procedures to implement the Adviser's Policy represent the Adviser's current such Policy Statement and Procedures. Such Policy Statement and Procedures may be revised or supplemented from time to time by the issuance of a new Policy Statement and Procedures or a supplement or memorandum from the Adviser's chief executive officer and/or compliance officer.

The law of insider trading is unsettled and continuously developing; an individual legitimately may be uncertain about the application of the Policy Statement in a particular circumstance. Often, a single question can forestall disciplinary action or complex legal problems. You should direct any questions relating to this Policy Statement to the Compliance Officer, who is Marc Baltuch, or, in his absence, Melinda Reibel or Jennifer Marinpetro. You also must notify the Compliance Officer immediately if you have any reason to believe that a violation of this Policy Statement has occurred or is about to occur.

C. POLICY STATEMENT ON INSIDER TRADING

No person to whom this Policy Statement applies, including you, may trade, either personally or on behalf of others (such as mutual funds and private accounts managed by the Advisers), while in possession of material, nonpublic information; nor may any personnel of an Adviser communicate material, nonpublic information to others in violation of the law. This section reviews principles important to this Policy Statement.

1. WHAT IS MATERIAL INFORMATION?

Information is material where there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this is information whose disclosure will have a substantial effect on the price of a company's securities. No simple "bright line" test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, you should direct any questions about whether information is material to the 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. For example, the United States Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about the WALL STREET JOURNAL'S Heard on the Street column.

2. WHAT IS NONPUBLIC INFORMATION?

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 government agency, the Dow Jones "tape" or the WALL STREET JOURNAL or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.

3. IDENTIFYING INSIDE INFORMATION

Before executing any trade for yourself or others, including investment companies or private accounts managed by an Adviser, you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps.

i. Report the information and proposed trade immediately to the Compliance Officer.

ii. Do not purchase or sell the securities on behalf of yourself or others, including investment companies or private accounts managed by the Advisers.

iii. Do not communicate the information inside or outside the Advisers, other than to the Compliance Officer.

iv. After the Compliance Officer has reviewed the issue, the firm will determine whether the information is material and nonpublic and, if so, what action the firm should take.

You should consult with the Compliance Officer before taking any action. This degree of caution will protect you, your clients and the firm.

4. CONTACTS WITH PUBLIC COMPANIES

For the Advisers, contacts with public companies represent an important part of our research efforts. An Adviser may make investment decisions on the basis of the firm's conclusions formed through such contacts and analysis of publicly-available information. Difficult legal issues arise, however, when, in the course of these contacts, an employee of an Adviser or other person subject to this Policy Statement becomes aware of material, nonpublic information. This could happen, for example, if a company's Chief Financial Officer prematurely discloses quarterly results to an analyst, or an investor relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the Adviser must make a judgment as to its further conduct. To protect yourself, your clients and the firm, you should contact the Compliance Officer immediately if you believe that you may have received material, nonpublic information.

5. TENDER OFFERS

Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary gyrations in the price of the target company's securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and "tipping" while in possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Employees of an Adviser and others subject to this Policy Statement should exercise particular caution any time they become aware of nonpublic information relating to a tender offer.

SECTION II. PROCEDURES TO IMPLEMENT THE ADVISERS' POLICY STATEMENT ON INSIDER TRADING

The following procedures have been established to aid the officers, directors and employees of the Advisers in avoiding insider trading, and to aid the Advisers in preventing, detecting and imposing sanctions against insider trading. Every officer, director and employee of an Adviser must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. If you have any questions about these procedures, you should consult the Compliance Officer.

A. PERSONAL SECURITIES TRADING

1. PROHIBITED ACTIVITIES

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

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

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

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

(i) The Adviser's Compliance Officer will monitor investment activity by the Advisory Person involving the precleared transaction.
(ii) Compliance reserves up to one business day to respond to any request for preclearance.

NOTE: THE 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.

(f) 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.

(g) 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.

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

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

ANY PROFITS REALIZED BY A PORTFOLIO MANAGER ON A PERSONAL TRADE IN VIOLATION OF SECTIONS 1(F) (G) AND (H) MUST BE DISGORGED AT THE REQUEST OF THE FUND.

(j) 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.

(k) 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.

2. EXEMPTED TRANSACTIONS

The preclearance prohibitions of Section 1 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.

3. ACCOUNTS COVERED

Advance clearance must be obtained for any personal transaction in a security by an officer, director or employee of an Adviser if such person has, or as a result of the transaction acquires, any direct or indirect beneficial ownership in the security.

The term "beneficial ownership" is defined by rules of the SEC which will be applicable in all cases. Generally, under the SEC rules, a person is regarded as having beneficial ownership of securities held in the name of:

a) a husband, wife or a minor child;

b) a relative (including in-laws, step-children, or step-parents) sharing the same house;

c) anyone else if the officer, director or employee:

(i) obtains benefits substantially equivalent to ownership of the securities; or

(ii) can obtain ownership of the securities immediately or at some future time.

4. EXEMPTION FROM CLEARANCE REQUIREMENT

Clearance is not required for any account over which an officer, director or employee has no influence or control; however, the existence of such an account must be reported to the Compliance Officer. The Compliance Officer, in his sole discretion, has the authority to request further information and documentation regarding any account over which an officer, director or employee reports he has no influence or control.

B. REPORT OF TRANSACTIONS

1. TRANSACTIONS AND ACCOUNTS COVERED

a) All personal transactions in any account for which advance clearance is required must also be reported in the next quarterly transaction report after the transaction is effected.

b) Every officer, director and employee of an Adviser must file a report when due even if such person made no purchases or sales of securities during the period covered by the report.

c) Any Access Person shall immediately report any potential violation of this Code of which he or she becomes aware to the Compliance Department.

2. TIME OF REPORTING

A. Reports of personal transactions must be made within 10 days after the end of each calendar quarter. Thus, reports are due on the 10th day of January, April, July and October.

B. The January Report also requires an annual listing of all non-exempt securities holdings as of December 31 of the preceding year (a current listing will also be required upon the effectiveness of this Policy Statement). New employees will be required to provide a listing of all non-exempt securities

holdings as of the date of commencement of employment.

3. FORM OF REPORTING

The report must be on the form provided by the Compliance Department. A copy of the form is attached.

4. RESPONSIBILITY TO REPORT

The responsibility for taking the initiative to report is imposed on each individual required to make a report. Any effort by the Compliance Department to facilitate the reporting process does not change or alter that responsibility.

5. WHERE TO FILE REPORT

All reports must be filed with the Compliance Department.

6. CODE OF ETHICS REPORTS

In addition, "Access Persons" of Phoenix/Zweig Advisers LLC., The Zweig Fund, Inc., The Zweig Total Return Fund, Inc., Phoenix-Zweig Trust, Euclid Advisors LLC (i) are required to make any reports required under the Code of Ethics of such advisers or funds, as the case may be, and (ii) must comply with all the other provisions (including the personal trading restrictions) of such Code of Ethics.

C. HIGH-RISK TRADING ACTIVITIES

Certain high-risk trading activities, if used in the management of a personal trading portfolio, are risky not only because of the nature of the securities transactions themselves, but also because of the potential that action necessary to close out the transactions may become prohibited during the pendency of the transactions. Examples of such activities include short sales of common stock and trading in derivative instruments such as option contracts to purchase ("call") or sell ("put") securities at certain predetermined prices. Officers, directors and employees of the Advisers should understand that short sales and trading in derivative instruments involve special risks - derivative instruments, for example, ordinarily have greater price volatility than the underlying security. The fulfillment of the obligations owed by each officer, director and employee to his or her employer may heighten those risks. For example, if an Adviser becomes aware of material, nonpublic information about the issuer of the underlying securities, such Adviser's personnel may find themselves "frozen" in a position in a derivative security. The Advisers will not bear any losses resulting in personal accounts through the implementation of this Policy Statement.

D. RESTRICTIONS ON DISCLOSURES

Officers, directors and employees of the Advisers shall not disclose any nonpublic information (whether or not it is material) relating to the Advisers or their securities transactions on behalf of clients to any person outside an Adviser (unless such disclosure has been authorized by such Adviser). Material, nonpublic information may not be communicated to anyone, including persons within an Adviser, except as provided in Section I above. Such information must be secured. For example, access to files containing material, nonpublic information and computer files containing such information should be restricted, and conversations containing such information, if appropriate at all, should be conducted in private (for example, not by cellular telephone, to avoid potential interception).

E. REVIEW

The Compliance Officer will review and consider any proper request of an officer, director or employee of an Adviser for relief or exemption from any restriction, limitation or procedure contained herein, which restriction, limitation or procedure is claimed to cause a hardship for such person. The Compliance Officer's decision is completely within his sole discretion.

F. 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 Appendix B of Sanctions that may be levied for violations of this Code.

G. RECORDKEEPING

All Code of Ethics records will be maintained pursuant to the provisions of Rules 17j-1 and 204A-1.

4. ACKNOWLEDGEMENT

I have read and understand this Policy Statement on Insider Trading. I certify that I have, to date, complied and will continue to comply with this Policy Statement. I understand that any violation of this Policy Statement may lead to sanctions, including dismissal.

form 2a

SECTION III. SUPERVISORY PROCEDURES

The Advisers have assigned the Compliance Officer the primary responsibility for the implementation and maintenance of the Advisers' policy and procedures against insider trading. Supervisory Procedures can be divided into two classifications - prevention of insider trading and detection of insider trading.

1. PREVENTION OF INSIDER TRADING

To prevent insider trading, the Compliance Officer should:

i. provide, on a regular basis, an education program to familiarize officers, directors and employees with the Advisers' policy and procedures;

ii. answer questions regarding the Advisers' policy and procedures;

iii. resolve issues of whether information received by an officer, director or employee of an Adviser is material and nonpublic and determine what action, if any, should be taken;

iv. review on a regular basis and update as necessary an Adviser's policy and procedures;

v. when it has been determined that an officer, director or employee of an Adviser has material, nonpublic information:

1. implement measures to prevent dissemination of such information, and

2. if necessary, restrict officers, directors and employees from trading the securities; and

vi. promptly review, and either approve or disapprove, in writing, each request of an officer, director or employee of an Adviser for clearance to trade in specified securities.

2. DETECTION OF INSIDER TRADING

To detect insider trading, the Compliance Officer should:

i. review the trading activity reports filed by each officer, director and employee;

ii. review the trading activity of mutual funds and private accounts managed by the Advisers;

iii. review trading activity (if any) of an Adviser's own account;

iv. promptly investigate all reports of any possible violations of the Advisers' Policy and Procedures to Detect and Prevent Insider Trading; and

v. coordinate the review of such reports with other appropriate officers, directors or employees of an Adviser.

3. SANCTIONS

Upon discovering a violation of this Code, the Board of Trustees of the 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.

4. GENERAL REPORTS TO MANAGEMENT

On an as-needed or periodic basis, the Advisers may find it useful for the Compliance Officer to prepare a written report to the management and/or Board of Directors of an Adviser setting forth some or all of the following:

i. a summary of existing procedures to detect and prevent insider trading;

ii. a summary of any changes in procedures made in the last year;

iii. full details of any investigation since the last report (either internal or by a regulatory agency) of any suspected insider trading, the results of the investigation and a description of any changes in procedures prompted by any such investigation;

iv. an evaluation of the current procedures and a description of any anticipated changes in procedures; and

v. a description of the Advisers' continuing educational program regarding insider trading, including the dates of such programs since the last report to management.

form 2a
rv 6/05

                                          INVESTMENT REPORTING MATRIX
                                         (APPENDIX A TO CODE OF ETHICS)
--------------------------------------------------------------------------------------------------------------------
Type of Investment                                                 Reportable             Preclearance
-----------------                                                  ----------             ------------
--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------
Bank Conversions                                                   YES                    YES
--------------------------------------------------------------------------------------------------------------------
Bankers Acceptance                                                 NO                     NO
--------------------------------------------------------------------------------------------------------------------
Blind Trusts                                                       YES                    NO
--------------------------------------------------------------------------------------------------------------------
Call/Matured Securities                                            YES                    NO
--------------------------------------------------------------------------------------------------------------------
Cash Management Accounts (No Securities Trading)*                  NO                     NO
--------------------------------------------------------------------------------------------------------------------
Closely Held Corporate Stock                                       YES                    NO
--------------------------------------------------------------------------------------------------------------------
Co-op Apartment Shares                                             NO                     NO
--------------------------------------------------------------------------------------------------------------------
Commercial Paper                                                   NO                     NO
--------------------------------------------------------------------------------------------------------------------
Convertible Bonds                                                  YES                    YES
--------------------------------------------------------------------------------------------------------------------
CORPORATE BONDS                                                    YES                    YES
--------------------------------------------------------------------------------------------------------------------
CORPORATE MERGERS/TENDERS                                          YES                    NO
--------------------------------------------------------------------------------------------------------------------
Dividend Reinvestment Plans                                        YES- annually          NO
--------------------------------------------------------------------------------------------------------------------
FAMILY BUSINESS (PRIVATE)                                          NO                     NO
--------------------------------------------------------------------------------------------------------------------
Foreign Government Bonds                                           YES                    YES
--------------------------------------------------------------------------------------------------------------------
Futures                                                            YES                    YES
--------------------------------------------------------------------------------------------------------------------
GIFTS OF SECURITIES                                                YES                    NO
--------------------------------------------------------------------------------------------------------------------
Initial Public Offering                                            NOT ALLOWED            N/A
--------------------------------------------------------------------------------------------------------------------
Insurance Company Conversions                                      YES                    YES
--------------------------------------------------------------------------------------------------------------------
Limit Orders/Good Til Canceled                                     YES                    Every Other Day
--------------------------------------------------------------------------------------------------------------------
Money Market Funds- Direct                                         NO                     NO
--------------------------------------------------------------------------------------------------------------------
Municipal Bonds                                                    YES                    YES
--------------------------------------------------------------------------------------------------------------------
Mutual Funds- Closed End                                           YES                    YES
--------------------------------------------------------------------------------------------------------------------
Mutual Funds- Open End- Direct                                     NO                     NO
--------------------------------------------------------------------------------------------------------------------
Opening of a Bank Trading Account                                  YES                    YES
--------------------------------------------------------------------------------------------------------------------
Opening of a Brokerage Account                                     YES                    YES
--------------------------------------------------------------------------------------------------------------------
Options (60 + days)                                                YES                    YES
--------------------------------------------------------------------------------------------------------------------
Private Partnerships- Affiliated  **                               NO                     NO
--------------------------------------------------------------------------------------------------------------------
Private Investment Partnerships- Unaffiliated                      YES                    YES
--------------------------------------------------------------------------------------------------------------------
Restricted Stock (Private Placements)                              YES                    YES
--------------------------------------------------------------------------------------------------------------------
Rights Offering (including over subscriptions)-Exercising          YES                    NO
--------------------------------------------------------------------------------------------------------------------
Structured Notes                                                   YES                    YES
--------------------------------------------------------------------------------------------------------------------
Stock- Purchase/Sales                                              YES                    YES
--------------------------------------------------------------------------------------------------------------------
Stock- Short Sales                                                 YES                    YES
--------------------------------------------------------------------------------------------------------------------
Stock- Dividends/Splits                                            YES-annually           NO
--------------------------------------------------------------------------------------------------------------------
SYSTEMATIC INVESTMENT PLAN WITH CORPORATE ISSUER                   YES-annually           NO
--------------------------------------------------------------------------------------------------------------------
Transfer of a Brokerage Account                                    YES                    YES
--------------------------------------------------------------------------------------------------------------------
Trust Accounts                                                     YES                    See Compliance
--------------------------------------------------------------------------------------------------------------------
Unit Investment Trust                                              YES                    NO
--------------------------------------------------------------------------------------------------------------------
US Government Securities                                           NO                     NO
--------------------------------------------------------------------------------------------------------------------
US Savings Bonds (EE)                                              NO                     NO
--------------------------------------------------------------------------------------------------------------------
Variable Annuities                                                 NO                     NO
--------------------------------------------------------------------------------------------------------------------
WRAP ACCOUNTS                                                      YES                    See Compliance
--------------------------------------------------------------------------------------------------------------------
Zweig Fund/Zweig Total Return Fund                                 YES                    See Compliance and Legal
--------------------------------------------------------------------------------------------------------------------
*  REGISTERED REPRESENTATIVES MUST RECEIVE PERMISSION FROM THEIR RESPECTIVE BROKER/DEALER TO OPEN THIS ACCOUNT.
--------------------------------------------------------------------------------------------------------------------
**  THIS INFORMATION WILL NOT BE REPORTABLE TO COMPLIANCE; HOWEVER, THE INFORMATION WILL BE MAINTAINED BY THE
--------------------------------------------------------------------------------------------------------------------
    PARTNERSHIPS' GENERAL COUNSEL.
--------------------------------------------------------------------------------------------------------------------
       1/1/98
--------------------------------------------------------------------------------------------------------------------

                                                       APPENDIX B - SANCTIONS

------------------------------------------------------------------------------------------------------------------------------------
                                                        Q REPORT AFFILIATED MF          ANNUAL REPORT               PRE-CLEAR
INITIAL HOLDINGS REPORT     Q REPORT                        TRANSACTIONS
-----------------------     --------
-------------------------- -------------------------- -------------------------- -------------------------- ------------------------
  All Access Persons           All Access Persons        Investment Personnel        All Access Persons          Advisory Persons
-------------------------- -------------------------- -------------------------- -------------------------- ------------------------
o 1st violation -           o 1st violation -          o 1st violation -          o 1st violation -          o 1st violation -
  written warning             written warning            written warning            written warning            written warning
o 2nd violation             o 2nd violation within     o 2nd violation                                       o 2nd violation within
  within the same year -      the same year - $50.00     within the same year -                                the same year - $100
  $50.00 fine payable to      fine payable to the        $50.00 fine payable to                                fine payable to the
  the Phoenix Foundation      Phoenix Foundation         the Phoenix Foundation                                Phoenix Foundation
o 3rd violation             o 3rd violation within     o 3rd violation                                         and suspension of
  within the same year -      the same year -            within the same year -                                trading privileges
  suspension of trading       suspension of trading      suspension of trading                                 for 30 days
  privileges for 30 days      privileges for 30 days     privileges for 30 days                              o 3rd violation within
                                                                                                               the same year -
                                                                                                               suspension of trading
                                                                                                               privileges for 90
                                                                                                               days
-------------------------- -------------------------- -------------------------- -------------------------- ------------------------

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

*s/t NASD Prohibition Rule 2790.

EXHIBIT p.7

CODE OF ETHICS OF THE SUBADVISER

This Code of Ethics applies to all Access Persons of Goodwin Capital Advisers, 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 Goodwin Capital Advisers, 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 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 options, 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 which are non-volitional on the part of either the Advisory Person or the managed account.

(c) 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.

(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 such issuer, and sales of such rights so acquired.

(e) 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. All option transactions must be precleared. 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 all reportable securities, including options, for a period of not less than sixty (60) days from date of acquisition. Options must be written for a minimum 60 day term.

(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.

Approved March 1, 2007

By my signature below, I certify that I have received, read, and understood the foregoing policies of the Goodwin Capital Advisers, Inc. Code of Ethics, and will comply in all respects with such policies.

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

-------------------------------------------- -----------------------------------------------------
              ANNUAL REPORT                                     PRE-CLEAR
-------------------------------------------- -----------------------------------------------------
           All Access Persons                                Advisory Persons
-------------------------------------------- -----------------------------------------------------
 o   1st violation - written warning         o    1st violation - written warning
                                             o    2nd violation within the same year - $100
                                                  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

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




-------------------------------------------- ------------------------------------------ ------------------------------------------
    PRE-CLEAR IPOS & LIMITED OFFERINGS*                      BLACKOUT                          60-DAY HOLDING REQUIREMENT

-------------------------------------------- ------------------------------------------ ------------------------------------------
            Advisory Personnel                         Investment Personnel                        Advisory Personnel
-------------------------------------------- ------------------------------------------ ------------------------------------------
o    1st violation - Reported to Chief       o    1st violation - disgorgement of       o    1st violation - written warning

     Legal Officer and President of               profits on the personal trade         o    2nd violation - violation
     Goodwin Capital Advisers for            o    2nd violation - Reported to                within the same year - $50.00 fine
     determination of appropriate                 Chief Legal Officer and President          payable to the Phoenix Foundation
     sanctions.                                   of Goodwin Capital Advisers for       o    3rd violation within the same
o    2nd violation - possible grounds             determination of appropriate               year - suspension of trading
     for termination                              sanctions.                                 privileges for 60 days
                                             o    3rd violation - possible
                                                  grounds for termination
-------------------------------------------- ------------------------------------------ ------------------------------------------


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



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

*s/t NASD Prohibition Rule 2790

EXHIBIT p.8

CODE OF ETHICS/ STAFF DEALING

POLICIES AND PROCEDURES

COMPLIANCE MANUAL TAB 7

CODE OF ETHICS/ STAFF DEALING

POLICIES AND PROCEDURES

TABLE OF CONTENTS

I. INTRODUCTION------------------------------------------------------1

II. DEFINITIONS-------------------------------------------------------1

III. GENERAL PRINCIPLES------------------------------------------------2

IV. RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES---------------------3

V. COMPLIANCE PROCEDURES---------------------------------------------7

VI. REPORTING---------------------------------------------------------8

VII. EXEMPT TRANSACTIONS AND EXEMPT SECURITITES------------------------9

VIII. ADMINISTRATION OF CODE OF ETHICS---------------------------------10

IX. OTHER LAWS, RULES AND STATEMENTS OF POLICY-----------------------11

X. RESTRICTIONS ON TRADING IN HSBC GROUP SECURITIES-----------------11

EXHIBITS -----------------------------------------------------------------12

I. INTRODUCTION

Rule 204A-1 of the Investment Advisers Act of 1940 (the "Act") requires registered investment advisers to adopt and enforce codes of ethics setting forth standards of conduct and that require compliance with Federal Securities Laws. This HSBC Investments (USA) Inc. and Halbis Capital Management (USA) Inc. ("HSBCUSA") code of ethics (the "Code") is based on the principle that its officers, directors, and employees have a fiduciary duty to place the interests of clients first and to conduct all personal securities transactions in accordance with the requirements of the Code, in compliance with Federal Securities Laws, and in a manner that avoids actual or potential conflicts of interest and does not otherwise take inappropriate advantage of a client relationship or abuse a position of trust and responsibility in respect of a client. Persons covered by this Code must adhere to this general principle as well as comply with the specific provisions of this code.

II. DEFINITIONS

a. ACCESS PERSON Any officer, director or Investment Personnel of HSBCUSA; or any person who obtains information concerning recommendations made to Advisory Clients regarding the purchase or sale of securities by Advisory Clients.

b. ADVISORY CLIENT Any client (including mutual funds, closed-end funds, and managed accounts) for which HSBCUSA serves as an investment adviser, sub-adviser, renders investment advice, or makes investment decisions.

c. BENEFICIAL OWNERSHIP Shall be interpreted subject to the provisions of Rule 16a-1(a) (exclusive of Section (a)(1) of such Rule) of the Securities Exchange Act of 1934.

d. CODE Includes the Code of Ethics/Staff Dealing Polices and Procedures and the Policies and Procedures Regarding Material Non-public Information and Chinese Walls as set out at Tab 8 of the HSBCUSA compliance Manual.

e. COVERED PERSON Access Persons and employees of HSBCUSA.

f. FEDERAL SECURITIES LAWS Includes the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Sarbanes-Oxley Act of 2002; the Investment Company Act of 1940, as amended; the Investment Advisers Act of 1940, as amended; Title V of the Gramm-Leach-Bliley Act of 1999, any rules adopted by the U.S. Securities and Exchange Commission (the "Commission") under any of these statutes; the Bank Secrecy Act as it applies to funds and investment advisers and any rules adopted thereunder by the Commission or the Department of Treasury.

g. FUND Any Advisory Client that is registered as an investment company under the Investment Company Act of 1940.

h. HSBC GROUP SECURITIES Any Securities (and related investments on Securities) issued by any member of the HSBC Group, together with ADRs, Warrants, Options and other derivatives thereon.

i. IMMEDIATE FAMILY Includes an employee's spouse, minor children and/or other family members sharing the same household with the employee.

j. INVESTMENT PERSONNEL Any HSBCUSA employee 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 Advisory Clients.

k. OUTSIDE DIRECTOR Any HSBCUSA director who is not employed by HSBCUSA.

l. SECURITY Any note, stock, treasury stock, share of open- or closed-end investment company, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization 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 security. For purposes of this Code, the term Security does not include Securities issued by the Government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, commodities, futures and options traded on a commodities exchange, including currency futures. However, futures and options on any group or index of Securities are Securities.

III. GENERAL PRINCIPLES

Persons covered by the Code must adhere to these general principles as well as comply with the Code's specific provisions

a. Covered Persons must not deal, or procure, advise or cause any other person to deal, in any investment in relation to which he/she has acquired unpublished price sensitive information, or in any investments related thereto.

b. Covered Persons must not deal, or procure, advise or cause any other person to deal, on the basis of confidential information that is in his or her possession as a result of his or her employment with HSBCUSA.

c. Covered Persons must not deal in circumstances that present a conflict of interest with HSBCUSA's clients.

d. Covered Persons must not deal if such dealing could potentially commit the employee to a financial liability which could not easily be met from readily available funds or which over-extends the employee's financial resources.

e. Covered Persons must not deal if such dealing could adversely affect the employee's good standing, reputation or best interests of HSBCUSA.

f. Covered Persons must not deal in circumstances that affect his or her duties to HSBCUSA.

g. Covered Persons must observe the spirit of these principles and any applicable regulatory requirements or legislation.

h. Covered Persons who have knowledge of a violation of the Code must immediately report the matter, anonymously or directly to a Compliance Officer or member of the local management committee and ultimately to the Chief Compliance Officer. HSBCUSA will investigate all such reports confidentially as possible. Adverse action will not be taken against an employee because he or she, in good faith, reports or participates in the investigation of a violation of this policy. Failure to report a violation of the Code pursuant to this policy may result in disciplinary action, up to and including discharge.

IV. RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES

a. INSIDER TRADING

HSBCUSA forbids any Covered Person from trading, either personally or on behalf of others (including client accounts managed by HSBCUSA), on material non-public information or communicating material non-public information to others in violation of the law. This conduct is frequently referred to as "insider trading". This policy applies to every person subject to the Code and extends to activities within and outside their duties at HSBCUSA. The HSBCUSA Policies and Procedures Regarding Material Non-Public Information and Chinese Walls are located at Tab 8 of the Compliance Manual and are incorporated by reference.

b. ARRANGEMENTS WITH BROKERS

Covered Persons may not engage, and may not permit any other person or entity to engage, in any purchase or sale of publicly-traded Securities of which you have, or by reason of the transaction will acquire, Beneficial Ownership, except through a registered broker-dealer.

Covered Persons, except Outside Directors, must notify the Compliance Department and get its approval prior to opening any personal brokerage account. The form letter at Exhibit A can be used to request Compliance approval and notify the broker of the requirement to provide duplicate trade confirmations and account statements. HSBCUSA should be named as an interested party on all personal brokerage accounts such that the broker-dealer provides duplicate periodic statements and trade confirmations directly to HSBCUSA.

c. BLACK OUT PERIOD

Covered Persons, except Outside Directors are subject to the following black out period.

1. If a purchase or sale order is pending or under active consideration for any Advisory Client, neither the same Security nor any related Security may be bought or sold subject to the following conditions:

(A). Investment Personnel are restricted from purchasing or selling a Security (or related Security) for a period of seven calendar days before and after an Advisory Client purchases or sells the same Security.

(B). All other Covered Persons are restricted from purchasing or selling a Security (or related Security) for a period of one calendar day before and after the Advisory Client purchases or sells the same security.

2. The blackout period is subject to the following exceptions:

(A). The blackout period shall not apply to any purchase or sale of a Security for any Advisory Client if such transaction was initiated by a cash advice and not an investment decision or recommendation.

(B). The blackout period shall not apply to transactions in equity Securities

(i) having a market capitalization in excess of $5 billion; or

(ii) having a market capitalization in excess of $1 billion if the transaction in question and the aggregate amount of such Securities and any related Securities purchased and sold during the preceding 60 days does not exceed the greater of $10,000 or 100 shares.

(C). The blackout period shall not apply to any purchase or sale of shares of open-end investment companies advised by HSBCUSA or its affiliates.

(D). The blackout period shall not apply to any purchase or sale of Exchange Traded Funds based on a market index.

(E). In certain circumstances, with prior approval from a Compliance Officer, exceptions may be granted to the blackout period.

Personal Securities transactions that are exempt from the blackout period remain subject to the other provisions of this Code, including pre-clearance and the 30 Day holding Period. A Security shall not be deemed to be under active consideration merely by virtue of being included on an "approved list."

d. 30 DAY HOLDING PERIOD

Investments must be held for a minimum period of 30 calendar days after purchase (from trade date). The 30-day holding period does not apply to derivatives related to indices (i.e. not related to specific stock). Under pressing and unforeseen circumstances, requests may be made to a Compliance Officer to waive the minimum holding period for a particular transaction. Such waivers shall be granted infrequently.

e. INITIAL PUBLIC OFFERINGS

Covered Persons may not acquire Securities in an initial public offering, excluding shares of open-end investment companies, unless pre-approved by a Compliance Officer. Written approval must be documented prior to the purchase of any Securities in an initial public offering by such Covered Person.

f. SHORT SELLING

Short selling (selling Securities which you do not own), including writing an uncovered option on a Security, is prohibited.

g. PRIVATE PLACEMENTS

Covered Persons may not purchases or sell Securities that are not publicly traded unless they provide full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of such person's activities on behalf of any Advisory Client) and the transaction is pre-approved by Compliance. Written approval must be documented prior to the purchase or sale of any private placement by such Covered Person.

h. UNREASONABLE TRADING

Covered Persons must not undertake any transaction which

1. commits you to a financial liability which you are not able to meet from readily available funds or otherwise which are not commensurate with, or over-extend, your financial resources;

2. may affect your good standing and reputation of that of HSBCUSA or the HSBC Group; or

3. reduces your contribution to the work of your department and/or affects your duties to HSBCUSA or its Advisory Clients.

A Compliance Officer reserves the right, in any event, to require an employee to close out or reverse a transaction.

i. RECEIVING CREDIT OR SPECIAL FACILITIES

Covered Persons must not request or accept from a broker, any credit or special trading facilities in connection with a transaction.

j. TRANSACTIONS LIKELY TO CAUSE CONFLICT OF INTEREST WITH DUTIES TO CLIENTS

Covered Persons must not trade in a Security at a time or in a manner which you know, or should know, is likely to have an adverse effect on the particular interests of any Advisory Client of HSBCUSA.

k. PROCURING OTHER PERSONS TO TRADE

If you are precluded from trading under the procedures set out in the Code, you must not procure any other person to enter into such a transaction or communicate any information or opinion to another person if you know or have reason to believe that the other person will, as a result, enter into such a transaction or counsel or procure someone else to do so.

l. TRANSACTIONS WITH CLIENTS

Subject to the other provisions of the Compliance Manual and to the extent permitted under Federal Securities Laws, a Covered Person may not trade in Securities directly with any HSBCUSA or HSBC Group client unless the client is a broker.

m. TRANSACTIONS IN SECURITIES HAVING AN HSBC GROUP INVOLVEMENT

There may be instances where you will not be permitted to trade in certain Securities as a result of the involvement of an affiliated HSBC Group company in a particular transaction. Accordingly, HSBCUSA and the HSBC Group reserve the right to prohibit without explanation trading by Covered Persons in order to prevent possible conflicts of interests and to comply with applicable law.

n. GIFTS

HSBCUSA employees may not solicit or accept from a broker/dealer or other vendor that transacts business with HSBCUSA or its client accounts, any gifts of more than de minimis value. Gifts of cash or equivalents in any amount may not be accepted.

Every time gifts and/or hospitality are received, details must be recorded in the gift register maintained by the Compliance Department. An estimate of value must be recorded by the recipient for all gifts and hospitality received/accepted. For this purpose, unsolicited meals, such as business lunches where the giver is in attendance, need not be recorded provided they are not so frequent or extensive as to raise any question of impropriety.

Prior approval from the relevant departmental Head must be sought for any gifts accepted above US$50 per person nominal value. Should the gift/hospitality offered be in excess of US$100 per person the approval of the Compliance Department must also be received prior to acceptance. Compliance will then determine whether the gift hospitality may be accepted or should be returned/refused, or perhaps offered to charity.

Prior Compliance Department approval must also be obtained where travel expenses or conference/seminar fees are paid for by a third party.

o. SERVICE AS A DIRECTOR OR OFFICER OF AN OUTSIDE COMPANY

No Covered Person shall commence service on the Board of Directors of a publicly traded company or any company in which any Advisory Client has an interest without prior authorization from the Human Resources Department and the Compliance Department.

V. COMPLIANCE PROCEDURES

a. PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS

Covered Persons, excluding Outside Directors may purchase or sell a Security only if:

1. the Covered Person obtains prior approval in writing from the Compliance Department;

2. in the absence of the Compliance Department, the Chief Operating Officer, or a member of the Local Management Committee ("LMC") may approve trades; except no LMC member may approve trades for him/herself. The CEO HSBCUSA must approve trades placed by a member of the LMC. If the CEO HSBCUSA is not available, the COO HSBCUSA may approve trades for other LMC members. The Global CEO Investments or his/her designee must approve trades placed by the CEO HSBCUSA.

3. the purchase or sale is executed by the close of business on the day pre-clearance is given; and

4. the Compliance Department does not rescind such approval prior to execution of the transaction.

Approvals are valid until the close of business on the day approval has been granted. Accordingly, GTC (good till canceled) orders are prohibited. If a trade is not executed or is partially executed by the close of business, resubmitting a new pre-clearance form is required.

A Trade Approval Form is attached as Exhibit B.

Any authorised signatory (including the Compliance Officer) may, despite the procedure for pre-clearance outlined above, refuse to authorize any transaction or require that the number of transactions being undertaken by you be reduced if, in his/her opinion, such transactions are affecting your contribution to the work of your Department or placing undue burden on dealing staff or for any other reason.

In the event that the employee is not in the office on the day a trade is to be undertaken, he/she must telephone the Compliance Officer (or in his/her absence his Department Head line manger) for permission to be arranged and documented. The Compliance Officer (or in his/her absence a designated alternative) must complete the Pre-Clearance Form while the staff member is giving the details over the phone.

The provisions of this section do not apply to Securities transactions of Outside Directors unless at the time the Outside Director entered into the transaction he knew, or, in the ordinary course of fulfilling his official duties as an Outside Director, should have known that during the seven day period preceding or following his transaction an Advisory Client engaged in, is engaging in, or is going to engage in, a transaction in the same Security.

Pre-Clearance is not required for trades in shares of open-end investment companies including those advised by HSBCUSA or its affiliates.

VI. REPORTING

Every Covered Person shall provide initial and annual reports as described below with respect to Securities in which such Covered Person has any direct or indirect Beneficial Ownership. Every Covered Person shall provide quarterly reports with respect to transactions in any Security in which such Covered Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership in the Security. For purposes of reporting, the Code treats all securities as reportable Securities including mutual funds advised by HSBCUSA with the exceptions noted below.

a. INITIAL AND ANNUAL HOLDINGS REPORTS (Exhibit C)

Covered Persons must report to the Compliance Department their personal Securities holdings at the time they become a Covered Person and at least annually thereafter. The initial and annual holdings reports must be current as of a date not more than 45 days prior to either the individual's becoming a Covered Person or to the date the report is submitted.

b. QUARTERLY TRANSACTION REPORTS (Exhibit D)

The quarterly transaction report must be completed and submitted to the Compliance Department no later than 30 calendar days after the close of a calendar quarter.

VII. EXEMPT TRANSACTIONS AND EXEMPT SECURITITES

a. EXEMPT TRANSACTIONS

The provisions of this Code do not apply to the following transactions.

1. Any transactions in securities or in securities held in accounts over which you have no direct or indirect influence or control.

2. Transactions effected pursuant to an automatic investment plan, including purchases of shares of open-end investment companies advised by HSBCUSA through automatic payroll deduction.

3. Purchases of Securities by exercise of rights issued to the holders of a class of Securities pro rata, to the extent they are issued with respect to Securities of which you have Beneficial Ownership.

4. Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of Securities of which you have Beneficial Ownership.

5. Such other specific transactions as may be exempted from time to time by a Compliance Officer. On a case-by-case basis when no abuse is involved a Compliance Officer may exempt a specific transaction from any of the provisions of this Code except the provisions set forth above under Section VI Reporting.

b. EXEMPT SECURITIES

The following types of securities are exempt from the provisions of the Code.

1. Securities that are direct obligations of the United States Government;

2. Money market instruments which include bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments;

3. Shares of money market funds, including those advised by HSBCUSA or its affiliates;

4. Open-end investment companies, excluding any open-end investment company other than money market funds advised by HSBCUSA; and

5. Units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds.

VIII. ADMINISTRATION OF CODE OF ETHICS

a. REVIEWS

At least quarterly, the Chief Compliance Officer or his delegate will review the securities holdings and transactions of all Access Persons for any apparent conflicts of interest or violations of the Code.

b. INVESTMENT COMPANY REPORTING

No less frequently than annually, the Compliance Department will furnish to the Board of Directors/Trustees of each Fund a written report that

1. With respect to the Fund, describes any issues arising under the Code since the last report to the Board of Directors/Trustees, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and

2. Certifies that HSBCUSA has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

c. SANCTIONS

If it is determined that a material violation of this Code has occurred, the Compliance Officer shall advise the CEO and the CEO may impose sanctions as deemed appropriate including a letter of censure, personal trading suspension, disgorgement of profits, or termination of employment.

IX. OTHER LAWS, RULES 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 or regulation or any other statement of policy or procedure adopted by HSBCUSA, any Advisory Client that is a registered investment company and their affiliates, where such law, rule, regulation policy or procedure governs the conduct of such Covered Person.

X. RESTRICTIONS ON TRADING IN HSBC GROUP SECURITIES

All HSBC employees are subject to the Code for Dealing in Group Securities, which is incorporated by reference and attached as Exhibit E. Employees of HSBC Holdings plc or any of its subsidiary undertakings may not deal:

1. In Group Securities if in possession of unpublished price-sensitive information; and

2. In any derivative instrument (with the exception of employee option plans operated by the Group) over any Group Securities at any time.

Applications to deal and notification of dealing in Group Securities where required should be made using the HSBC Group Securities Dealing Forms in the e-Forms system in Lotus Notes.

EXHIBIT A     BROKERAGE ACCOUNT REQUEST FORM LETTER-----------------------------------A-1

EXHIBIT B     EMPLOYEE TRADE PRECLEARANCE FORM----------------------------------------B-1

EXHIBIT C     INITIAL AND ANNUAL BROKERAGE ACCOUNT DISCLOSURE AND HOLDINGS REPORT-----C-1

EXHIBIT D     QUARTERLY PERSONAL SECURITIES TRANSACTIONS CERTIFICATION----------------D-1

EXHIBIT E     CODE FOR DEALING IN GROUP SECURITIES------------------------------------E-2

EXHIBIT F     COMPLIANCE OFFICERS-----------------------------------------------------F-1

EXHIBIT A

BROKERAGE ACCOUNT REQUEST FORM LETTER

RE: Account Number(s):

Dear:

I am obligated by my employer, HSBC Investments (USA) Inc. or Halbis Capital Management (USA) Inc., to instruct you to send copies of all trade confirmations for each trade executed by you for my account(s) as well as account statements to the attention of the Compliance Department at the following address:

Attn: Compliance Department

HSBC Investments (USA) Inc. or Halbis Capital Management (USA) Inc. 452 5th Avenue - 18th Floor
New York, NY 10018

In addition, please provide the Compliance Department with account numbers for any new accounts opened on my behalf prior to activating the account for trading.

Your cooperation is very much appreciated. Should you have any questions please contact the Compliance Officer, Sal Iocolano at (212) 525-2309.

Sincerely,

------------------------------------------------------------------------------------------------------------------------------------
Name of Employee (please print)                                                                           Tel. No:

------------------------------------------------------------------------------------------------------------------------------------
Name on Account (if different)

------------------------------------------------------------------------------------------------------------------------------------
Broker                                                            Account Number

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

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

         | |  Buy | |  Sell                                  Ticker Symbol
                                                             -------------

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

------------------------------------------------------------------------------------------------------------------------------------
Quantity                                       Issue Name (Full Security Description)
---------------------------------------------- -------------------------------------------------------------------------------------


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

------------------------------------------------------------------------------------------------------------------------------------
Special Instructions

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



------------------------------------------------------------------------------------------------------------------------------------
Approvals

------------------------------------------------------------------------------------------------------------------------------------
This area reserved for Compliance Department use only
------------------------------------------------------------- ---------------------------------------------------------------------
Trade Has Been:                                               Signature:                                  Date:

| | Approved             | | Not Approved

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

    APPROVALS ARE VALID UNTIL THE CLOSE OF BUSINESS ON THE DAY APPROVAL HAS BEEN
    GRANTED. ACCORDINGLY, GTC (GOOD TILL CANCELED) ORDERS ARE PROHIBITED. IF A
    TRADE IS NOT EXECUTED BY THE CLOSE OF BUSINESS RESUBMITTING A NEW
    PRE-CLEARANCE FORM IS REQUIRED. IT IS EACH EMPLOYEE'S RESPONSIBILITY TO
    COMPLY WITH ALL PROVISIONS OF THE CODE. OBTAINING PRE-CLEARANCE SATISFIES
    THE PRE-CLEARANCE REQUIREMENTS OF THE CODE AND DOES NOT IMPLY COMPLIANCE
    WITH THE CODE'S OTHER PROVISIONS.

    PRE-CLEARANCE PROCEDURES APPLY TO ALL EMPLOYEES AND THEIR IMMEDIATE FAMILY
    (AS DEFINED BY THE CODE) INCLUDING: A) ALL ACCOUNTS IN THE NAME OF THE
    EMPLOYEE OR THE EMPLOYEE'S SPOUSE OR MINOR CHILDREN; B) ALL ACCOUNTS IN
    WHICH ANY OF SUCH PERSONS HAVE A BENEFICIAL INTEREST; AND C) ALL OTHER
    ACCOUNTS OVER WHICH ANY SUCH PERSON EXERCISES ANY INVESTMENT DISCRETION.
    PLEASE SEE THE CODE FOR THE COMPLETE DEFINITION OF IMMEDIATE FAMILY.

    BY SIGNING BELOW THE EMPLOYEE CERTIFIES THE FOLLOWING: THE EMPLOYEE AGREES
    THAT THE ABOVE ORDER IS IN COMPLIANCE WITH THE CODE OF ETHICS AND IS NOT
    BASED ON KNOWLEDGE OF AN ACTUAL CLIENT ORDER WITHIN THE PREVIOUS SEVEN
    CALENDAR DAYS IN THE SECURITY THAT IS BEING PURCHASED OR SOLD, OR KNOWLEDGE
    THAT THE SECURITY IS BEING CONSIDERED FOR PURCHASE OR SALE IN ONE OR MORE
    SPECIFIC CLIENT ACCOUNTS, OR KNOWLEDGE OF A CHANGE OR PENDING CHANGE OF AN
    INVESTMENT MANAGEMENT RECOMMENDATION. IF THE TRANSACTION IS A SALE, THE
    EMPLOYEE ACKNOWLEDGES THAT THE SECURITY WAS HELD FOR AT LEAST 30 CALENDAR
    DAYS. THE EMPLOYEE ACKNOWLEDGES THAT THE REQUESTED TRANSACTION IS NOT A
    SHORT SALE, INCLUDING WRITING AN UNCOVERED OPTION ON A SECURITY. THE
    EMPLOYEE ALSO ACKNOWLEDGES THAT HE/SHE IS NOT IN POSSESSION OF MATERIAL,
    INSIDE INFORMATION PERTAINING TO THE SECURITY OR ISSUER OF THE SECURITY.

------------------------------------------------------------------------------------------------------------------------------------
Employee Signature:                                                                         Date:

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

EXHIBIT C

HSBC INVESTMENTS (USA) INC., AND
HALBIS CAPITAL MANAGEMENT (USA) INC.

INITIAL AND ANNUAL
BROKERAGE ACCOUNT DISCLOSURE AND HOLDINGS REPORT

INFORMATION MUST BE CURRENT AS OF A DATE NOT MORE THAN 45 DAYS PRIOR TO EITHER THE INDIVIDUAL'S BECOMING A COVERED PERSON OR TO THE DATE THE REPORT IS SUBMITTED.

------------------------------------------------------------------------------------------------------------------------------------
      ACCOUNT HOLDER           RELATIONSHIP             NAME OF BROKER           ACCOUNT NUMBER          BROKER'S PHONE NUMBER
                               TO EMPLOYEE

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

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

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

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

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

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

II. PERSONAL SECURITIES HOLDINGS

   Please list all Securities in which you have Beneficial Ownership and all
   Securities in non-client accounts for which you make investment decisions.
   This includes not only Securities held by brokers, but also Securities held
   at home, in safe deposit boxes, by an issuer or through any account in which
   you have a pecuniary interest. IF THIS IS AN INITIAL REPORT, ATTACH YOUR MOST
   RECENT ACCOUNT STATEMENT(S) LISTING SECURITIES IN THAT ACCOUNT; IF YOU OWN
   SECURITIES THAT ARE NOT HELD IN A BROKERAGE ACCOUNT, LIST THEM BELOW.

   Check here if you have no reportable Securities holdings: | |

   If this is an Annual Report, check here if all of your Securities holdings
   have been reported through duplicate account statements: | |

          --------------------------------------------------------------------------------------------------------------------------
                           Name of Security                    Quantity      Total Value                  Custodian
--------- -------------------------------------------------- ------------ ----------------- ----------------------------------------
  1.

--------- -------------------------------------------------- ------------ ----------------- ----------------------------------------
  2.

--------- -------------------------------------------------- ------------ ----------------- ----------------------------------------
  3.

--------- -------------------------------------------------- ------------ ----------------- ----------------------------------------
  4.

--------- -------------------------------------------------- ------------ ----------------- ----------------------------------------
  5.

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

III. OTHER INFORMATION

Please complete the following questions.

1. List any corporation, public or private, for profit or not for profit, of which you are an officer or director or of which you hold 5% or more of its outstanding stock and briefly describe its business activities.

2. List any partnership of which you are either general or limited partner and briefly describe for each its business activities and your status as a general or limited partner.

List any joint ventures or any other businesses in which you are engaged other than your employment with HSBC Investments (USA) Inc. and Halbis Capital Management (USA) Inc.

3.

4. List any trustee or executor relationships you have other than those pertaining to your Immediate Family.

5. List any broker-dealer firms in which you or a member of your Immediate Family have equity interest or are a subordinated debt holder of.

6. List the names of any Immediate Family members employed by or affiliated with a broker-dealer firm and describe the position they hold and the related firm name.

7. List the names of issuers of privately placed securities or limited partnership interests that you have purchased or sold in the last two years.

A. In the past ten years, have you:                                YES    NO

1. Been convicted of or pled guilty or nolo contendere
   ("no contest") in adomestic, foreign, or military court to
   any felony?                                                     | |    | |

2. Been charged with any felony?                                   | |    | |

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

B. In the past ten years, have you:

1. Been convicted of or pled guilty or nolo contendere ("no
   contest") in a domestic, foreign, or military court to a
   misdemeanor involving: investments or an investment-related
   business, or any fraud, false statements, or omissions,
   wrongful taking of property, bribery, perjury, forgery,
   counterfeiting, extortion, or a conspiracy to commit any of
   these offenses?                                                 | |    | |

2. Been charged with a misdemeanor listed in Item B(1)?            | |    | |

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

C. Has the SEC or the Commodity Futures Trading Commission (CFTC)
   ever:

1. found you to have made a false statement or omission?           | |    | |

2. found you to have been involved in a violation of SEC or CFTC
   regulations or statutes?                                        | |    | |

3. found you to have been a cause of an investment-related
   business having its authorization to do business denied,
   suspended, revoked, or restricted?                              | |    | |

4. entered an order against you in connection with
   investment-related activity?                                    | |    | |

5. imposed a civil money penalty on you or ordered you to cease
   and desist from any activity?                                   | |    | |

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

D. Has any other federal regulatory agency, any state regulatory
   agency, or any foreign financial regulatory authority:

1. ever found you to have made a false statement or omission, or
   been dishonest, unfair, or unethical?                           | |    | |

2. ever found you to have been involved in a violation of
   investment-related regulations or statutes?                     | |    | |

3. ever found you to have been a cause of an investment-related
   business having its authorization to do business denied,
   suspended, revoked, or restricted?                              | |    | |

4. in the past ten years, entered an order against you in
   connection with an investment-related activity?                 | |    | |

5. ever denied, suspended, or revoked your registration or
   license, or otherwise prevented you by order from associating
   with an investment-related business or restricted your
   activity?                                                       | |    | |

E. Has any self-regulatory organization or commodities exchange
   ever:

1. found you to have made a false statement or omission?           | |    | |

2. found you to have been involved in a violation of its rules
   (other than a violation designated as a "minor rule violation"
   under a plan approved by the SEC)?                              | |    | |

3. found you to have been the cause of an investment-related
   business having its authorization to do business denied,
   suspended, revoked, or restricted?                              | |    | |

4. disciplined you by expelling or suspending you from
   membership, barring or suspending you from association with
   other members, or otherwise restricting your activities?        | |    | |

F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you ever been revoked or suspended? | | | |

G. Are you now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item C., D., or E.? | | | |

H. 1. Has any domestic or foreign court:

a. in the past ten years, enjoined you in connection with any investment-related activity? | | | |

b. ever found that you were involved in a violation of investment-related statutes or regulations? | | | |

c. ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you by a state or foreign financial regulatory authority? | | | |

2. Are you now the subject of any civil proceeding that could result in a "yes" answer to any part of Item H(1)? | | | |

V. CERTIFICATION