-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HdwBZQr3WPb0CvwGLFcB5gyqh9rl9Rbdow8Rd2vFoJvsD4z5rumhD8HuSoIqd2rj N+aHT8NRMu8CxFRmL/PREQ== 0000940400-08-000195.txt : 20080528 0000940400-08-000195.hdr.sgml : 20080528 20080528133308 ACCESSION NUMBER: 0000940400-08-000195 CONFORMED SUBMISSION TYPE: NSAR-BT PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080528 DATE AS OF CHANGE: 20080528 EFFECTIVENESS DATE: 20080528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX EQUITY TRUST CENTRAL INDEX KEY: 0000034273 IRS NUMBER: 036066130 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: NSAR-BT SEC ACT: 1940 Act SEC FILE NUMBER: 811-00945 FILM NUMBER: 08863030 BUSINESS ADDRESS: STREET 1: 101 MUNSON STEET CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 800 243-1574 MAIL ADDRESS: STREET 1: 56 PROSPECT STREET STREET 2: PO BOX 150480 CITY: HARTFORD STATE: CT ZIP: 06115-0480 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX ABERDEEN WORLDWIDE OPPORTUNITIES FUND DATE OF NAME CHANGE: 19981215 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX WORLDWIDE OPPORTUNITIES FUND DATE OF NAME CHANGE: 19940505 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL WORLDWIDE OPPORTUNITIES FUND INC DATE OF NAME CHANGE: 19920703 0000034273 S000001384 PHOENIX WORLDWIDE STRATEGIES FUND C000003695 CLASS A NWWOX C000003696 CLASS B WWOBX C000003697 CLASS C WWOCX 0000034273 S000001385 PHOENIX MID-CAP VALUE FUND C000003698 CLASS A FMIVX C000003699 CLASS C FMICX C000060301 Class I 0000034273 S000001386 PHOENIX VALUE OPPORTUNITIES FUND C000003700 CLASS A PPTAX C000003701 CLASS C PPTCX 0000034273 S000001387 PHOENIX RELATIVE VALUE FUND C000003702 CLASS A PVRAX C000003703 CLASS C PVRCX 0000034273 S000001388 PHOENIX TOTAL VALUE FUND C000003704 CLASS A PTVAX C000003705 CLASS C PTVCX 0000034273 S000021168 Phoenix All-Cap Growth Fund C000060257 Class A C000060258 Class B C000060259 Class C 0000034273 S000021169 Phoenix Small-Cap Growth Fund C000060260 Class A C000060261 Class B C000060262 Class C 0000034273 S000021170 Phoenix Small-Cap Sustainable Growth Fund C000060263 Class A C000060264 Class C C000060265 Class I 0000034273 S000021171 Phoenix Small-Cap Value Fund C000060266 Class A C000060267 Class B C000060268 Class C 0000034273 S000021172 Phoenix Small-Mid Cap Fund C000060269 Class A C000060270 Class B C000060271 Class C C000060272 Class I 0000034273 S000021173 Phoenix Strategic Growth Fund C000060273 Class A C000060274 Class B C000060275 Class C C000060276 Class I 0000034273 S000021174 Phoenix Balanced Fund C000060277 Class A C000060278 Class B C000060279 Class C 0000034273 S000021175 Phoenix Capital Growth Fund C000060280 Class C C000060281 Class A C000060282 Class B 0000034273 S000021176 Phoenix Focused Value Fund C000060283 Class A C000060284 Class C 0000034273 S000021177 Phoenix Growth & Income Fund C000060285 Class A C000060286 Class B C000060287 Class C C000060288 Class I 0000034273 S000021178 Phoenix Growth Opportunities Fund C000060289 Class A C000060290 Class C 0000034273 S000021179 Phoenix Income & Growth Fund C000060291 Class A C000060292 Class B C000060293 Class C 0000034273 S000021180 Phoenix Mid-Cap Growth Fund C000060294 Class A C000060295 Class B C000060296 Class C C000060297 Class I 0000034273 S000021181 Phoenix Quality Small-Cap Fund C000060298 Class A C000060299 Class C C000060300 Class I NSAR-BT 1 pxet.fil PAGE 1 000 B000000 03/31/2008 000 C000000 0000034273 000 D000000 Y 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 PHOENIX EQUITY TRUST 001 B000000 811-945 001 C000000 3027913197 002 A000000 101 MUNSON STREET 002 B000000 GREENFIELD 002 C000000 MA 002 D010000 01301 002 D020000 9668 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 Y 007 B000000 15 007 C010100 1 007 C010200 2 007 C020200 PHOENIX MID-CAP VALUE FUND 007 C030200 N 007 C010300 3 007 C010400 4 007 C020400 PHOENIX VALUE OPPORTUNITIES FUND 007 C030400 N 007 C010500 5 007 C020500 PHOENIX ALL-CAP GROWTH FUND 007 C030500 N 007 C010600 6 007 C020600 PHOENIX GROWTH & INCOME FUND 007 C030600 N 007 C010700 7 007 C020700 PHOENIX GROWTH OPPORTUNITIES FUND 007 C030700 N 007 C010800 8 007 C020800 PHOENIX INCOME & GROWTH FUND 007 C030800 N 007 C010900 9 007 C020900 PHOENIX MID-CAP GROWTH FUND 007 C030900 N 007 C011000 10 007 C021000 PHOENIX QUALITY SMALL-CAP FUND 007 C031000 N 007 C011100 11 007 C021100 PHOENIX SMALL-CAP GROWTH FUND PAGE 2 007 C031100 N 007 C011200 12 007 C021200 PHOENIX SMALL-CAP SUSTAINABLE GROWTH FUND 007 C031200 N 007 C011300 13 007 C021300 PHOENIX SMALL-CAP VALUE FUND 007 C031300 N 007 C011400 14 007 C021400 PHOENIX SMALL-MID CAP FUND 007 C031400 N 007 C011500 15 007 C021500 PHOENIX STRATEGIC GROWTH FUND 007 C031500 N 007 C011600 16 007 C021600 PHOENIX BALANCED FUND 007 C031600 N 007 C011700 17 007 C021700 PHOENIX CAPITAL GROWTH FUND 007 C031700 N 007 C011800 18 007 C011900 19 007 C012000 20 010 A00AA01 PHOENIX EQUITY PLANNING CORPORATION 010 B00AA01 0 010 C01AA01 HARTFORD 010 C02AA01 CT 010 C03AA01 06103 010 C04AA01 2899 010 A00AA02 PFPC INC. 010 C01AA02 WILMINGTON 010 C02AA02 DE 010 C03AA02 19809 011 A00AA01 PHOENIX EQUITY PLANNING CORPORATION 011 B00AA01 8-014100 011 C01AA01 HARTFORD 011 C02AA01 CT 011 C03AA01 06103 011 C04AA01 2899 012 A00AA01 PHOENIX EQUITY PLANNING CORPORATION 012 B00AA01 84-5491 012 C01AA01 HARTFORD 012 C02AA01 CT 012 C03AA01 06103 012 C04AA01 2899 013 A00AA01 PRICEWATERHOUSECOOPERS LLP 013 B01AA01 BOSTON 013 B02AA01 MA 013 B03AA01 02110 013 B04AA01 1707 014 A00AA01 PHOENIX EQUITY PLANNING CORPORATION 014 B00AA01 8-014100 PAGE 3 014 A00AA03 PXP SECURITIES CORP. 014 B00AA03 8-040035 014 A00AA04 RUTHERFORD, BROWN & CATHERWOOD, LLC 014 B00AA04 8-026902 014 A00AA05 PFG DISTRIBUTION COMPANY 014 B00AA05 8-048416 018 00AA00 Y 019 A00AA00 Y 019 B00AA00 71 019 C00AA00 PHOENIX-IP 020 A000001 INSTINET CORP 020 B000001 13-3443395 020 C000001 404 020 A000002 GOLDMAN SACHS & CO. 020 B000002 13-5108880 020 C000002 106 020 A000003 BNY CAPITAL MARKETS, INC. 020 B000003 13-3878175 020 C000003 103 020 A000004 CREDIT SUISSE FIRST BOSTON CORP. 020 B000004 13-5659485 020 C000004 101 020 A000005 BEAR STEARNS & CO., INC. 020 B000005 13-3299429 020 C000005 81 020 A000006 INVESTMENT TECHNOLOGY GROUP 020 B000006 13-3757717 020 C000006 80 020 A000007 MORGAN STANLEY & CO., INC. 020 B000007 13-2655998 020 C000007 74 020 A000008 MERRILL LYNCH, PIERCE, FENNER & SMITH INC. 020 B000008 13-5674085 020 C000008 73 020 A000009 LEHMAN BROTHERS INC. 020 B000009 13-2518466 020 C000009 71 020 A000010 CANTOR FITZGERALD & CO. 020 B000010 13-3680184 020 C000010 70 021 000000 2053 022 A000001 GOLDMAN SACHS & CO. 022 B000001 13-5108880 022 C000001 1475675 022 D000001 52849 022 A000002 MERRILL LYNCH, PIERCE, FENNER & SMITH INC. 022 B000002 13-5674085 022 C000002 807954 022 D000002 27845 022 A000003 JP MORGAN CHASE 022 B000003 13-3379014 PAGE 4 022 C000003 741352 022 D000003 7300 022 A000004 STATE STREET BANK AND TRUST CO. 022 B000004 04-1867445 022 C000004 424780 022 D000004 7098 022 A000005 BANK OF AMERICA LLC 022 B000005 56-2058405 022 C000005 407328 022 D000005 17846 022 A000006 CREDIT SUISSE FIRST BOSTON CORP. 022 B000006 13-5659485 022 C000006 148501 022 D000006 9785 022 A000007 ZIONS FIRST NATIONAL BANK 022 B000007 87-0189025 022 C000007 109607 022 D000007 0 022 A000008 MORGAN STANLEY & CO., INC. 022 B000008 13-2655998 022 C000008 50630 022 D000008 1221 022 A000009 RBD CORP. 022 C000009 18522 022 D000009 7551 022 A000010 LEHMAN BROTHERS INC. 022 B000010 13-2518466 022 C000010 5816 022 D000010 19809 023 C000000 4281994 023 D000000 268885 026 A000000 N 026 B000000 Y 026 C000000 Y 026 D000000 Y 026 E000000 N 026 F000000 Y 026 G010000 N 026 G020000 N 026 H000000 N 027 000000 Y 037 00AA00 N 038 00AA00 0 039 00AA00 N 040 00AA00 Y 041 00AA00 Y 054 A00AA00 Y 054 B00AA00 Y 054 C00AA00 Y 054 D00AA00 N 054 E00AA00 N PAGE 5 054 F00AA00 N 054 G00AA00 N 054 H00AA00 Y 054 I00AA00 N 054 J00AA00 Y 054 K00AA00 N 054 L00AA00 N 054 M00AA00 Y 054 N00AA00 N 054 O00AA00 N 077 A000000 Y 077 B000000 Y 077 C000000 N 077 D000000 N 077 E000000 N 077 F000000 N 077 G000000 N 077 H000000 N 077 I000000 N 077 J000000 N 077 K000000 N 077 L000000 N 077 M000000 Y 077 N000000 N 077 O000000 N 077 P000000 N 077 Q010000 Y 077 Q020000 N 077 Q030000 Y 078 000000 N 080 A00AA00 ACE AMERICAN INSURANCE COMPANY 080 B00AA00 HARTFORD INS. CO. AND GREAT AMERICAN INS. CO. 080 C00AA00 35000 081 A00AA00 Y 081 B00AA00 87 082 A00AA00 N 082 B00AA00 0 083 A00AA00 N 083 B00AA00 0 084 A00AA00 N 084 B00AA00 0 085 A00AA00 Y 085 B00AA00 N 086 A010000 0 086 A020000 0 086 B010000 0 086 B020000 0 086 C010000 0 086 C020000 0 086 D010000 0 086 D020000 0 PAGE 6 086 E010000 0 086 E020000 0 086 F010000 0 086 F020000 0 086 A01AA00 0 086 A02AA00 0 086 B01AA00 0 086 B02AA00 0 086 C01AA00 0 086 C02AA00 0 086 D01AA00 0 086 D02AA00 0 086 E01AA00 0 086 E02AA00 0 086 F01AA00 0 086 F02AA00 0 008 A000201 PHOENIX INVESTMENT COUNSEL, INC. 008 B000201 A 008 C000201 801-5995 008 D010201 HARTFORD 008 D020201 CT 008 D030201 06115 008 D040201 0480 008 A000202 SASCO CAPITAL INC. 008 B000202 S 008 C000202 801-25958 008 D010202 FAIRFIELD 008 D020202 CT 008 D030202 06824 015 A000201 STATE STREET BANK AND TRUST COMPANY 015 B000201 C 015 C010201 BOSTON 015 C020201 MA 015 C030201 02206 015 C040201 5501 015 E010201 X 024 000200 N 025 D000201 0 025 D000202 0 025 D000203 0 025 D000204 0 025 D000205 0 025 D000206 0 025 D000207 0 025 D000208 0 028 A010200 18295 028 A020200 0 028 A030200 0 028 A040200 57199 028 B010200 11773 028 B020200 0 PAGE 7 028 B030200 0 028 B040200 39374 028 C010200 21125 028 C020200 28337 028 C030200 0 028 C040200 39562 028 D010200 14296 028 D020200 0 028 D030200 0 028 D040200 57917 028 E010200 10514 028 E020200 0 028 E030200 0 028 E040200 31715 028 F010200 7870 028 F020200 0 028 F030200 0 028 F040200 26846 028 G010200 83873 028 G020200 28337 028 G030200 0 028 G040200 252613 028 H000200 100120 029 000200 Y 030 A000200 122 030 B000200 5.75 030 C000200 0.00 031 A000200 15 031 B000200 0 032 000200 107 033 000200 0 034 000200 Y 035 000200 82 036 A000200 N 036 B000200 0 042 A000200 0 042 B000200 0 042 C000200 45 042 D000200 55 042 E000200 0 042 F000200 0 042 G000200 0 042 H000200 0 043 000200 2695 044 000200 0 045 000200 Y 046 000200 N 047 000200 Y 048 000200 0.750 048 A010200 0 048 A020200 0.000 PAGE 8 048 B010200 0 048 B020200 0.000 048 C010200 0 048 C020200 0.000 048 D010200 0 048 D020200 0.000 048 E010200 0 048 E020200 0.000 048 F010200 0 048 F020200 0.000 048 G010200 0 048 G020200 0.000 048 H010200 0 048 H020200 0.000 048 I010200 0 048 I020200 0.000 048 J010200 0 048 J020200 0.000 048 K010200 0 048 K020200 0.000 049 000200 N 050 000200 N 051 000200 N 052 000200 N 053 A000200 Y 053 B000200 Y 053 C000200 N 055 A000200 N 055 B000200 N 056 000200 Y 057 000200 N 058 A000200 N 059 000200 Y 060 A000200 Y 060 B000200 Y 061 000200 25 062 A000200 N 062 B000200 0.0 062 C000200 0.0 062 D000200 0.0 062 E000200 0.0 062 F000200 0.0 062 G000200 0.0 062 H000200 0.0 062 I000200 0.0 062 J000200 0.0 062 K000200 0.0 062 L000200 0.0 062 M000200 0.0 062 N000200 0.0 062 O000200 0.0 PAGE 9 062 P000200 0.0 062 Q000200 0.0 062 R000200 0.0 063 A000200 0 063 B000200 0.0 066 A000200 Y 066 B000200 N 066 C000200 N 066 D000200 Y 066 E000200 N 066 F000200 N 066 G000200 N 067 000200 N 068 A000200 N 068 B000200 N 069 000200 N 070 A010200 Y 070 A020200 N 070 B010200 Y 070 B020200 N 070 C010200 Y 070 C020200 N 070 D010200 Y 070 D020200 N 070 E010200 Y 070 E020200 N 070 F010200 Y 070 F020200 N 070 G010200 Y 070 G020200 N 070 H010200 Y 070 H020200 N 070 I010200 Y 070 I020200 N 070 J010200 Y 070 J020200 N 070 K010200 Y 070 K020200 N 070 L010200 Y 070 L020200 Y 070 M010200 Y 070 M020200 N 070 N010200 Y 070 N020200 N 070 O010200 Y 070 O020200 N 070 P010200 Y 070 P020200 N 070 Q010200 Y 070 Q020200 N 070 R010200 Y PAGE 10 070 R020200 N 071 A000200 122748 071 B000200 303490 071 C000200 848264 071 D000200 14 072 A000200 9 072 B000200 599 072 C000200 9726 072 D000200 0 072 E000200 0 072 F000200 4853 072 G000200 551 072 H000200 0 072 I000200 1513 072 J000200 60 072 K000200 0 072 L000200 251 072 M000200 58 072 N000200 123 072 O000200 0 072 P000200 0 072 Q000200 0 072 R000200 25 072 S000200 42 072 T000200 2694 072 U000200 0 072 V000200 0 072 W000200 78 072 X000200 10249 072 Y000200 429 072 Z000200 506 072AA000200 44419 072BB000200 0 072CC010200 0 072CC020200 190712 072DD010200 760 072DD020200 0 072EE000200 35142 073 A010200 0.0300 073 A020200 0.0000 073 B000200 1.0672 073 C000200 0.0000 074 A000200 2 074 B000200 0 074 C000200 3925 074 D000200 0 074 E000200 0 074 F000200 667885 074 G000200 0 074 H000200 0 074 I000200 0 PAGE 11 074 J000200 0 074 K000200 0 074 L000200 1723 074 M000200 64 074 N000200 673599 074 O000200 0 074 P000200 1023 074 Q000200 0 074 R010200 0 074 R020200 0 074 R030200 0 074 R040200 2763 074 S000200 0 074 T000200 669813 074 U010200 23421 074 U020200 6780 074 V010200 0.00 074 V020200 0.00 074 W000200 0.0000 074 X000200 32408 074 Y000200 0 075 A000200 0 075 B000200 864177 076 000200 0.00 008 A000401 PHOENIX INVESTMENT COUNSEL, INC. 008 B000401 A 008 C000401 801-5995 008 D010401 HARTFORD 008 D020401 CT 008 D030401 06115 008 D040401 0480 008 A000402 ACADIAN ASSET MANAGEMENT LLC 008 B000402 S 008 C000402 801-28078 008 D010402 BOSTON 008 D020402 MA 008 D030402 02109 015 A000401 STATE STREET BANK AND TRUST COMPANY 015 B000401 C 015 C010401 BOSTON 015 C020401 MA 015 C030401 02206 015 C040401 5501 015 E010401 X 024 000400 Y 025 A000401 STATE STREET BANK AND TRUST CO. 025 B000401 04-1867445 025 C000401 E 025 D000401 3318 025 A000402 MORGAN STANLEY 025 B000402 13-2655998 PAGE 12 025 C000402 E 025 D000402 754 025 D000403 0 025 D000404 0 025 D000405 0 025 D000406 0 025 D000407 0 025 D000408 0 028 A010400 3965 028 A020400 0 028 A030400 0 028 A040400 2761 028 B010400 1101 028 B020400 0 028 B030400 0 028 B040400 2972 028 C010400 1368 028 C020400 2057 028 C030400 0 028 C040400 1658 028 D010400 626 028 D020400 53 028 D030400 0 028 D040400 2944 028 E010400 29289 028 E020400 0 028 E030400 0 028 E040400 1388 028 F010400 887 028 F020400 0 028 F030400 0 028 F040400 2595 028 G010400 37236 028 G020400 2110 028 G030400 0 028 G040400 14318 028 H000400 34538 029 000400 Y 030 A000400 119 030 B000400 5.75 030 C000400 0.00 031 A000400 16 031 B000400 0 032 000400 103 033 000400 0 034 000400 Y 035 000400 1 036 A000400 N 036 B000400 0 042 A000400 0 042 B000400 0 PAGE 13 042 C000400 43 042 D000400 57 042 E000400 0 042 F000400 0 042 G000400 0 042 H000400 0 043 000400 226 044 000400 0 045 000400 Y 046 000400 N 047 000400 Y 048 000400 0.000 048 A010400 1000000 048 A020400 0.750 048 B010400 1000000 048 B020400 0.700 048 C010400 0 048 C020400 0.000 048 D010400 0 048 D020400 0.000 048 E010400 0 048 E020400 0.000 048 F010400 0 048 F020400 0.000 048 G010400 0 048 G020400 0.000 048 H010400 0 048 H020400 0.000 048 I010400 0 048 I020400 0.000 048 J010400 0 048 J020400 0.000 048 K010400 2000000 048 K020400 0.650 049 000400 N 050 000400 N 051 000400 N 052 000400 N 053 A000400 Y 053 B000400 Y 053 C000400 N 055 A000400 N 055 B000400 N 056 000400 Y 057 000400 N 058 A000400 N 059 000400 Y 060 A000400 Y 060 B000400 Y 061 000400 25 062 A000400 N PAGE 14 062 B000400 0.0 062 C000400 0.0 062 D000400 0.0 062 E000400 0.0 062 F000400 0.0 062 G000400 0.0 062 H000400 0.0 062 I000400 0.0 062 J000400 0.0 062 K000400 0.0 062 L000400 0.0 062 M000400 0.0 062 N000400 0.0 062 O000400 0.0 062 P000400 0.0 062 Q000400 0.0 062 R000400 0.0 063 A000400 0 063 B000400 0.0 066 A000400 Y 066 B000400 N 066 C000400 N 066 D000400 Y 066 E000400 N 066 F000400 N 066 G000400 N 067 000400 N 068 A000400 N 068 B000400 N 069 000400 N 070 A010400 Y 070 A020400 N 070 B010400 Y 070 B020400 N 070 C010400 Y 070 C020400 N 070 D010400 Y 070 D020400 N 070 E010400 Y 070 E020400 N 070 F010400 Y 070 F020400 N 070 G010400 Y 070 G020400 N 070 H010400 Y 070 H020400 N 070 I010400 Y 070 I020400 N 070 J010400 Y 070 J020400 N 070 K010400 Y PAGE 15 070 K020400 N 070 L010400 Y 070 L020400 Y 070 M010400 Y 070 M020400 N 070 N010400 Y 070 N020400 N 070 O010400 Y 070 O020400 N 070 P010400 Y 070 P020400 N 070 Q010400 Y 070 Q020400 N 070 R010400 Y 070 R020400 N 071 A000400 93357 071 B000400 98656 071 C000400 90743 071 D000400 103 072 A000400 9 072 B000400 36 072 C000400 1330 072 D000400 0 072 E000400 0 072 F000400 523 072 G000400 59 072 H000400 0 072 I000400 100 072 J000400 22 072 K000400 0 072 L000400 60 072 M000400 6 072 N000400 22 072 O000400 0 072 P000400 0 072 Q000400 0 072 R000400 27 072 S000400 79 072 T000400 226 072 U000400 0 072 V000400 0 072 W000400 9 072 X000400 1133 072 Y000400 24 072 Z000400 257 072AA000400 0 072BB000400 3374 072CC010400 0 072CC020400 21500 072DD010400 416 072DD020400 37 PAGE 16 072EE000400 1917 073 A010400 0.0619 073 A020400 0.0492 073 B000400 0.2561 073 C000400 0.0000 074 A000400 2 074 B000400 0 074 C000400 480 074 D000400 0 074 E000400 0 074 F000400 98590 074 G000400 0 074 H000400 0 074 I000400 0 074 J000400 1532 074 K000400 0 074 L000400 212 074 M000400 19 074 N000400 100835 074 O000400 1063 074 P000400 121 074 Q000400 0 074 R010400 0 074 R020400 0 074 R030400 0 074 R040400 225 074 S000400 0 074 T000400 99426 074 U010400 8605 074 U020400 860 074 V010400 10.51 074 V020400 10.40 074 W000400 0.0000 074 X000400 5559 074 Y000400 0 075 A000400 0 075 B000400 91824 076 000400 0.00 008 A000501 PHOENIX INVESTMENT COUNSEL, INC. 008 B000501 A 008 C000501 801-5995 008 D010501 HARTFORD 008 D020501 CT 008 D030501 06115 008 D040501 0480 008 A000502 ENGEMANN ASSET MANAGEMENT 008 B000502 S 008 C000502 801-11586 008 D010502 PASADENA 008 D020502 CA 008 D030502 91107 PAGE 17 008 D040502 2101 015 A000501 STATE STREET BANK AND TRUST COMPANY 015 B000501 C 015 C010501 BOSTON 015 C020501 MA 015 C030501 02206 015 C040501 5501 015 E010501 X 024 000500 Y 025 A000501 MERRILL LYNCH, PIERCE, FENNER & SMITH INC. 025 B000501 13-5674085 025 C000501 E 025 D000501 652 025 A000502 GOLDMAN SACHS & COMPANY 025 B000502 13-5108880 025 C000502 E 025 D000502 992 025 A000503 STATE STREET BANK AND TRUST CO. 025 B000503 04-1867445 025 C000503 E 025 D000503 374 025 D000504 0 025 D000505 0 025 D000506 0 025 D000507 0 025 D000508 0 028 A010500 0 028 A020500 0 028 A030500 0 028 A040500 0 028 B010500 0 028 B020500 0 028 B030500 0 028 B040500 0 028 C010500 0 028 C020500 0 028 C030500 0 028 C040500 0 028 D010500 -3133 028 D020500 3920 028 D030500 0 028 D040500 2502 028 E010500 106 028 E020500 0 028 E030500 0 028 E040500 1292 028 F010500 436 028 F020500 0 028 F030500 0 028 F040500 1481 028 G010500 -2591 PAGE 18 028 G020500 3920 028 G030500 0 028 G040500 5275 028 H000500 -2579 029 000500 Y 030 A000500 3 030 B000500 5.75 030 C000500 0.00 031 A000500 0 031 B000500 0 032 000500 3 033 000500 0 034 000500 Y 035 000500 3 036 A000500 N 036 B000500 0 042 A000500 0 042 B000500 0 042 C000500 29 042 D000500 71 042 E000500 0 042 F000500 0 042 G000500 0 042 H000500 0 043 000500 74 044 000500 0 045 000500 Y 046 000500 N 047 000500 Y 048 000500 0.000 048 A010500 50000 048 A020500 0.900 048 B010500 450000 048 B020500 0.800 048 C010500 0 048 C020500 0.000 048 D010500 0 048 D020500 0.000 048 E010500 0 048 E020500 0.000 048 F010500 0 048 F020500 0.000 048 G010500 0 048 G020500 0.000 048 H010500 0 048 H020500 0.000 048 I010500 0 048 I020500 0.000 048 J010500 0 048 J020500 0.000 048 K010500 500000 PAGE 19 048 K020500 0.700 049 000500 N 050 000500 N 051 000500 N 052 000500 N 053 A000500 N 055 A000500 N 055 B000500 Y 056 000500 Y 057 000500 N 058 A000500 N 059 000500 Y 060 A000500 Y 060 B000500 Y 061 000500 25 062 A000500 N 062 B000500 0.0 062 C000500 0.0 062 D000500 0.0 062 E000500 0.0 062 F000500 0.0 062 G000500 0.0 062 H000500 0.0 062 I000500 0.0 062 J000500 0.0 062 K000500 0.0 062 L000500 0.0 062 M000500 0.0 062 N000500 0.0 062 O000500 0.0 062 P000500 0.0 062 Q000500 0.0 062 R000500 0.0 063 A000500 0 063 B000500 0.0 066 A000500 Y 066 B000500 N 066 C000500 Y 066 D000500 N 066 E000500 N 066 F000500 N 066 G000500 N 067 000500 N 068 A000500 N 068 B000500 N 069 000500 N 070 A010500 Y 070 A020500 N 070 B010500 Y 070 B020500 N 070 C010500 Y PAGE 20 070 C020500 N 070 D010500 Y 070 D020500 N 070 E010500 Y 070 E020500 N 070 F010500 Y 070 F020500 N 070 G010500 Y 070 G020500 N 070 H010500 Y 070 H020500 N 070 I010500 Y 070 I020500 N 070 J010500 Y 070 J020500 N 070 K010500 Y 070 K020500 N 070 L010500 Y 070 L020500 Y 070 M010500 Y 070 M020500 N 070 N010500 Y 070 N020500 Y 070 O010500 Y 070 O020500 N 070 P010500 Y 070 P020500 N 070 Q010500 Y 070 Q020500 N 070 R010500 Y 070 R020500 N 071 A000500 10206 071 B000500 13309 071 C000500 88534 071 D000500 12 072 A000500 3 072 B000500 14 072 C000500 161 072 D000500 0 072 E000500 37 072 F000500 189 072 G000500 19 072 H000500 0 072 I000500 53 072 J000500 5 072 K000500 0 072 L000500 17 072 M000500 2 072 N000500 20 072 O000500 0 072 P000500 0 PAGE 21 072 Q000500 0 072 R000500 8 072 S000500 0 072 T000500 75 072 U000500 0 072 V000500 0 072 W000500 3 072 X000500 391 072 Y000500 0 072 Z000500 -179 072AA000500 3323 072BB000500 0 072CC010500 0 072CC020500 15128 072DD010500 0 072DD020500 0 072EE000500 0 073 A010500 0.0000 073 A020500 0.0000 073 B000500 0.0000 073 C000500 0.0000 074 A000500 2 074 B000500 0 074 C000500 710 074 D000500 0 074 E000500 0 074 F000500 83487 074 G000500 0 074 H000500 0 074 I000500 374 074 J000500 891 074 K000500 0 074 L000500 46 074 M000500 32 074 N000500 85542 074 O000500 0 074 P000500 119 074 Q000500 0 074 R010500 0 074 R020500 0 074 R030500 0 074 R040500 472 074 S000500 0 074 T000500 84951 074 U010500 5897 074 U020500 939 074 V010500 0.00 074 V020500 0.00 074 W000500 0.0000 074 X000500 5281 074 Y000500 0 PAGE 22 075 A000500 0 075 B000500 90401 076 000500 0.00 008 A000601 PHOENIX INVESTMENT COUNSEL, INC. 008 B000601 A 008 C000601 801-5995 008 D010601 HARTFORD 008 D020601 CT 008 D030601 06115 008 D040601 0480 015 A000601 STATE STREET BANK AND TRUST COMPANY 015 B000601 C 015 C010601 BOSTON 015 C020601 MA 015 C030601 02206 015 C040601 5501 015 E010601 X 024 000600 Y 025 A000601 STATE STREET BANK AND TRUST COMPANY 025 B000601 04-1867445 025 C000601 E 025 D000601 2070 025 A000602 BANK OF AMERICA LLC 025 B000602 56-2058405 025 C000602 E 025 D000602 5614 025 A000603 JPMORGAN CHASE & CO. 025 B000603 13-3379014 025 C000603 E 025 D000603 5313 025 A000604 GOLDMAN SACHS & CO. 025 B000604 13-5108880 025 C000604 E 025 D000604 579 025 D000605 0 025 D000606 0 025 D000607 0 025 D000608 0 028 A010600 2508 028 A020600 0 028 A030600 0 028 A040600 5929 028 B010600 44606 028 B020600 0 028 B030600 0 028 B040600 4410 028 C010600 1780 028 C020600 0 028 C030600 0 028 C040600 6404 028 D010600 2062 PAGE 23 028 D020600 0 028 D030600 0 028 D040600 6465 028 E010600 1119 028 E020600 0 028 E030600 0 028 E040600 7542 028 F010600 1080 028 F020600 0 028 F030600 0 028 F040600 8521 028 G010600 53155 028 G020600 0 028 G030600 0 028 G040600 39271 028 H000600 13717 029 000600 Y 030 A000600 30 030 B000600 5.75 030 C000600 0.00 031 A000600 4 031 B000600 0 032 000600 26 033 000600 0 034 000600 Y 035 000600 14 036 A000600 N 036 B000600 0 042 A000600 0 042 B000600 0 042 C000600 19 042 D000600 81 042 E000600 0 042 F000600 0 042 G000600 0 042 H000600 0 043 000600 693 044 000600 0 045 000600 Y 046 000600 N 047 000600 Y 048 000600 0.000 048 A010600 1000000 048 A020600 0.750 048 B010600 1000000 048 B020600 0.700 048 C010600 0 048 C020600 0.000 048 D010600 0 048 D020600 0.000 048 E010600 0 PAGE 24 048 E020600 0.000 048 F010600 0 048 F020600 0.000 048 G010600 0 048 G020600 0.000 048 H010600 0 048 H020600 0.000 048 I010600 0 048 I020600 0.000 048 J010600 0 048 J020600 0.000 048 K010600 2000000 048 K020600 0.650 049 000600 N 050 000600 N 051 000600 N 052 000600 N 053 A000600 Y 053 B000600 Y 053 C000600 N 055 A000600 N 055 B000600 N 056 000600 Y 057 000600 N 058 A000600 N 059 000600 Y 060 A000600 Y 060 B000600 Y 061 000600 25 062 A000600 N 062 B000600 0.0 062 C000600 0.0 062 D000600 0.0 062 E000600 0.0 062 F000600 0.0 062 G000600 0.0 062 H000600 0.0 062 I000600 0.0 062 J000600 0.0 062 K000600 0.0 062 L000600 0.0 062 M000600 0.0 062 N000600 0.0 062 O000600 0.0 062 P000600 0.0 062 Q000600 0.0 062 R000600 0.0 063 A000600 0 063 B000600 0.0 066 A000600 Y 066 B000600 N PAGE 25 066 C000600 N 066 D000600 N 066 E000600 Y 066 F000600 N 066 G000600 N 067 000600 N 068 A000600 N 068 B000600 N 069 000600 N 070 A010600 Y 070 A020600 N 070 B010600 Y 070 B020600 N 070 C010600 Y 070 C020600 N 070 D010600 Y 070 D020600 N 070 E010600 Y 070 E020600 N 070 F010600 Y 070 F020600 N 070 G010600 Y 070 G020600 N 070 H010600 Y 070 H020600 N 070 I010600 Y 070 I020600 N 070 J010600 Y 070 J020600 N 070 K010600 Y 070 K020600 N 070 L010600 Y 070 L020600 Y 070 M010600 Y 070 M020600 N 070 N010600 Y 070 N020600 N 070 O010600 Y 070 O020600 N 070 P010600 Y 070 P020600 N 070 Q010600 Y 070 Q020600 N 070 R010600 Y 070 R020600 N 071 A000600 164744 071 B000600 145199 071 C000600 274672 071 D000600 53 072 A000600 7 072 B000600 54 PAGE 26 072 C000600 3317 072 D000600 0 072 E000600 4 072 F000600 1211 072 G000600 133 072 H000600 0 072 I000600 295 072 J000600 40 072 K000600 0 072 L000600 112 072 M000600 49 072 N000600 42 072 O000600 0 072 P000600 0 072 Q000600 0 072 R000600 27 072 S000600 108 072 T000600 693 072 U000600 0 072 V000600 0 072 W000600 21 072 X000600 2731 072 Y000600 229 072 Z000600 873 072AA000600 698 072BB000600 0 072CC010600 0 072CC020600 26986 072DD010600 457 072DD020600 94 072EE000600 0 073 A010600 0.0000 073 A020600 0.0000 073 B000600 0.0000 073 C000600 0.0000 074 A000600 2 074 B000600 0 074 C000600 1760 074 D000600 0 074 E000600 0 074 F000600 252387 074 G000600 0 074 H000600 0 074 I000600 0 074 J000600 1344 074 K000600 0 074 L000600 386 074 M000600 50 074 N000600 255929 074 O000600 40 074 P000600 291 PAGE 27 074 Q000600 0 074 R010600 0 074 R020600 0 074 R030600 0 074 R040600 3353 074 S000600 0 074 T000600 252245 074 U010600 10113 074 U020600 5381 074 V010600 0.00 074 V020600 0.00 074 W000600 0.0000 074 X000600 16669 074 Y000600 0 075 A000600 0 075 B000600 277329 076 000600 0.00 008 A000701 PHOENIX INVESTMENT COUNSEL, INC. 008 B000701 A 008 C000701 801-5995 008 D010701 HARTFORD 008 D020701 CT 008 D030701 06115 008 D040701 0480 008 A000702 TURNER INVESTMENT PARTNERS, INC. 008 B000702 S 008 C000702 801-36220 008 D010702 BERWYN 008 D020702 PA 008 D030702 19312 015 A000701 PFPC TRUST COMPANY 015 B000701 C 015 C010701 PHILADELPHIA 015 C020701 PA 015 C030701 19155 015 C040701 3111 015 E010701 X 024 000700 Y 025 A000701 GOLDMAN SACHS & CO. 025 B000701 13-5108880 025 C000701 E 025 D000701 701 025 A000702 STATE STREET BANK AND TRUST CO. 025 B000702 04-1867445 025 C000702 E 025 D000702 284 025 D000703 0 025 D000704 0 025 D000705 0 025 D000706 0 025 D000707 0 PAGE 28 025 D000708 0 028 A010700 7739 028 A020700 0 028 A030700 0 028 A040700 957 028 B010700 3713 028 B020700 0 028 B030700 0 028 B040700 452 028 C010700 3508 028 C020700 0 028 C030700 0 028 C040700 2695 028 D010700 4887 028 D020700 0 028 D030700 0 028 D040700 6249 028 E010700 2632 028 E020700 0 028 E030700 0 028 E040700 2344 028 F010700 609 028 F020700 0 028 F030700 0 028 F040700 1002 028 G010700 23088 028 G020700 0 028 G030700 0 028 G040700 13699 028 H000700 18972 029 000700 Y 030 A000700 49 030 B000700 5.75 030 C000700 0.00 031 A000700 7 031 B000700 0 032 000700 42 033 000700 0 034 000700 Y 035 000700 1 036 A000700 N 036 B000700 0 042 A000700 0 042 B000700 0 042 C000700 43 042 D000700 57 042 E000700 0 042 F000700 0 042 G000700 0 042 H000700 0 043 000700 82 PAGE 29 044 000700 0 045 000700 Y 046 000700 N 047 000700 Y 048 000700 0.000 048 A010700 1000000 048 A020700 0.750 048 B010700 1000000 048 B020700 0.700 048 C010700 0 048 C020700 0.000 048 D010700 0 048 D020700 0.000 048 E010700 0 048 E020700 0.000 048 F010700 0 048 F020700 0.000 048 G010700 0 048 G020700 0.000 048 H010700 0 048 H020700 0.000 048 I010700 0 048 I020700 0.000 048 J010700 0 048 J020700 0.000 048 K010700 2000000 048 K020700 0.650 049 000700 N 050 000700 N 051 000700 N 052 000700 N 053 A000700 Y 053 B000700 Y 053 C000700 N 055 A000700 Y 055 B000700 N 056 000700 Y 057 000700 N 058 A000700 N 059 000700 Y 060 A000700 N 060 B000700 N 061 000700 25 062 A000700 N 062 B000700 0.0 062 C000700 0.0 062 D000700 0.0 062 E000700 0.0 062 F000700 0.0 062 G000700 0.0 062 H000700 0.0 PAGE 30 062 I000700 0.0 062 J000700 0.0 062 K000700 0.0 062 L000700 0.0 062 M000700 0.0 062 N000700 0.0 062 O000700 0.0 062 P000700 0.0 062 Q000700 0.0 062 R000700 0.0 063 A000700 0 063 B000700 0.0 066 A000700 Y 066 B000700 N 066 C000700 Y 066 D000700 N 066 E000700 N 066 F000700 N 066 G000700 N 067 000700 N 068 A000700 N 068 B000700 N 069 000700 N 070 A010700 Y 070 A020700 N 070 B010700 Y 070 B020700 N 070 C010700 Y 070 C020700 N 070 D010700 Y 070 D020700 N 070 E010700 Y 070 E020700 N 070 F010700 Y 070 F020700 N 070 G010700 Y 070 G020700 N 070 H010700 Y 070 H020700 N 070 I010700 Y 070 I020700 N 070 J010700 Y 070 J020700 N 070 K010700 Y 070 K020700 Y 070 L010700 Y 070 L020700 Y 070 M010700 Y 070 M020700 N 070 N010700 Y 070 N020700 N PAGE 31 070 O010700 Y 070 O020700 N 070 P010700 Y 070 P020700 N 070 Q010700 Y 070 Q020700 N 070 R010700 Y 070 R020700 N 071 A000700 66082 071 B000700 56131 071 C000700 44542 071 D000700 126 072 A000700 6 072 B000700 23 072 C000700 115 072 D000700 0 072 E000700 0 072 F000700 172 072 G000700 20 072 H000700 0 072 I000700 19 072 J000700 28 072 K000700 0 072 L000700 11 072 M000700 2 072 N000700 16 072 O000700 0 072 P000700 0 072 Q000700 0 072 R000700 14 072 S000700 0 072 T000700 82 072 U000700 0 072 V000700 0 072 W000700 3 072 X000700 367 072 Y000700 46 072 Z000700 -183 072AA000700 0 072BB000700 3577 072CC010700 0 072CC020700 3554 072DD010700 0 072DD020700 0 072EE000700 0 073 A010700 0.0000 073 A020700 0.0000 073 B000700 0.0000 073 C000700 0.0000 074 A000700 0 074 B000700 0 PAGE 32 074 C000700 0 074 D000700 0 074 E000700 0 074 F000700 40678 074 G000700 0 074 H000700 0 074 I000700 428 074 J000700 1001 074 K000700 0 074 L000700 91 074 M000700 12 074 N000700 42210 074 O000700 814 074 P000700 40 074 Q000700 0 074 R010700 0 074 R020700 0 074 R030700 0 074 R040700 72 074 S000700 0 074 T000700 41284 074 U010700 2733 074 U020700 266 074 V010700 13.78 074 V020700 13.60 074 W000700 0.0000 074 X000700 1165 074 Y000700 0 075 A000700 0 075 B000700 34875 076 000700 0.00 008 A000801 PHOENIX INVESTMENT COUNSEL, INC. 008 B000801 A 008 C000801 801-5995 008 D010801 HARTFORD 008 D020801 CT 008 D030801 06115 008 D040801 0480 008 A000802 GOODWIN CAPITAL ADVISERS, INC. 008 B000802 S 008 C000802 801-8177 008 D010802 HARTFORD 008 D020802 CT 008 D030802 06115 008 D040802 0480 015 A000801 STATE STREET BANK AND TRUST COMPANY 015 B000801 C 015 C010801 BOSTON 015 C020801 MA 015 C030801 02206 015 C040801 5501 PAGE 33 015 E010801 X 015 A000802 CITIBANK, N.A. 015 B000802 S 015 C010802 BUENOS AIRES 015 D010802 ARGENTINA 015 D020802 1036 015 E010802 X 015 A000803 THE HONGKONG AND SHANGHAI BANKING CORP. LTD. 015 B000803 S 015 C010803 SYDNEY 015 D010803 AUSTRALIA 015 D020803 NSW 2000 015 E040803 X 015 A000804 CITIBANK, N.A. 015 B000804 S 015 C010804 SAO PAULO 015 D010804 BRAZIL 015 D020804 01311 015 E010804 X 015 A000805 CREDIT SUISSE 015 B000805 S 015 C010805 ZURICH 015 D010805 SWITZERLAND 015 D020805 8070 015 E010805 X 015 A000806 UBS AG 015 B000806 S 015 C010806 ZURICH 015 D010806 SWITZERLAND 015 D020806 8098 015 E040806 X 015 A000807 CITITRUST COLOMBIA S.A. SOCIEDAD FIDUCIARIA 015 B000807 S 015 C010807 BOGOTA 015 D010807 COLOMBIA 015 E040807 X 015 A000808 THE HONGKONG AND SHANGHAI BANKING CORP. LTD. 015 B000808 S 015 C010808 CAIRO 015 D010808 EGYPT 015 D020808 11211 015 E010808 X 015 A000809 STATE STREET BANK AND TRUST COMPANY 015 B000809 S 015 C010809 EDINBURGH 015 D010809 SCOTLAND 015 D020809 EH5 2AW 015 E010809 X 015 A000810 STANDARD CHARTERED BANK (HONG KONG) LTD. 015 B000810 S 015 C010810 KWUN TONG PAGE 34 015 D010810 HONG KONG 015 E040810 X 015 A000811 MIZUHO CORPORATE BANK, LTD. 015 B000811 S 015 C010811 TOKYO 015 D010811 JAPAN 015 D020811 103-0026 015 E040811 X 015 A000812 THE HONGKONG AND SHANGHAI BANKING CORP. LTD. 015 B000812 S 015 C010812 SEOUL 015 D010812 KOREA 015 E040812 X 015 A000813 BANCO NACIONAL DE MEXICO S.A. 015 B000813 S 015 C010813 COL. SANTA FE 015 D010813 MEXICO 015 D020813 01210 015 E040813 X 015 A000814 STANDARD CHARTERED BANK MALAYSIA BERHAD 015 B000814 S 015 C010814 KUALA LUMPUR 015 D010814 MALAYSIA 015 D020814 50250 015 E040814 X 015 A000815 SKANDINAVISKA ENSKILDA BANKEN AB 015 B000815 S 015 C010815 OSLO 015 D010815 NORWAY 015 D020815 NO-0185 015 E040815 X 015 A000816 THE HONGKONG AND SHANGHAI BANKING CORP. LTD. 015 B000816 S 015 C010816 AUCKLAND 015 D010816 ZEALAND 015 D020816 1010 015 E040816 X 015 A000817 SKANDINAVISKA ENSKILDA BANKEN AB 015 B000817 S 015 C010817 STOCKHOLM 015 D010817 SWEDEN 015 D020817 SE-106 40 015 E040817 X 015 A000818 DBS BANK LIMITED 015 B000818 S 015 C010818 SINGAPORE 015 D010818 SINGAPORE 015 D020818 239922 015 E040818 X 015 A000819 CITIBANK, A.S. 015 B000819 S PAGE 35 015 C010819 UMRANIYE ISTANBUL 015 D010819 TURKEY 015 D020819 34768 015 E010819 X 024 000800 Y 025 A000801 LEHMAN BROTHERS INC. 025 B000801 13-2518466 025 C000801 D 025 D000801 4714 025 A000802 MERRILL LYNCH, PIERCE, FENNER & SMITH INC. 025 B000802 13-5674085 025 C000802 D 025 D000802 1261 025 A000803 MORGAN STANLEY & CO., INC. 025 B000803 13-2655998 025 C000803 D 025 D000803 1329 025 A000804 JPMORGAN CHASE & CO. 025 B000804 13-3379014 025 C000804 D 025 D000804 3177 025 A000805 ZIONS FIRST NATIONAL BANK 025 B000805 87-0189025 025 C000805 D 025 D000805 238 025 A000806 CREDIT SUISSE FIRST BOSTON CORP. 025 B000806 13-5659485 025 C000806 D 025 D000806 6952 025 A000807 JPMORGAN CHASE & CO. 025 B000807 13-3379014 025 C000807 E 025 D000807 2607 025 A000808 STATE STREET BANK AND TRUST COMPANY 025 B000808 04-1867445 025 C000808 E 025 D000808 1059 025 A000809 BEAR STEARNS & CO. 025 B000809 13-3299429 025 C000809 D 025 D000809 1872 025 A000810 BANK OF AMERICA SECURITIES LLC 025 B000810 56-2058405 025 C000810 E 025 D000810 2752 025 A000811 BANK OF AMERICA SECURITIES LLC 025 B000811 56-2058405 025 C000811 D 025 D000811 1531 025 A000812 GOLDMAN SACHS & CO. 025 B000812 13-5108880 PAGE 36 025 C000812 E 025 D000812 281 025 A000813 GOLDMAN SACHS & CO. 025 B000813 13-5108880 025 C000813 D 025 D000813 502 025 D000814 0 025 D000815 0 025 D000816 0 028 A010800 357 028 A020800 0 028 A030800 0 028 A040800 4018 028 B010800 313 028 B020800 1397 028 B030800 0 028 B040800 3354 028 C010800 956 028 C020800 0 028 C030800 0 028 C040800 4490 028 D010800 1003 028 D020800 0 028 D030800 0 028 D040800 3454 028 E010800 162 028 E020800 1395 028 E030800 0 028 E040800 2650 028 F010800 276 028 F020800 0 028 F030800 0 028 F040800 3145 028 G010800 3067 028 G020800 2792 028 G030800 0 028 G040800 21111 028 H000800 2136 029 000800 Y 030 A000800 38 030 B000800 5.75 030 C000800 0.00 031 A000800 8 031 B000800 0 032 000800 30 033 000800 0 034 000800 Y 035 000800 7 036 A000800 N 036 B000800 0 042 A000800 0 PAGE 37 042 B000800 0 042 C000800 18 042 D000800 82 042 E000800 0 042 F000800 0 042 G000800 0 042 H000800 0 043 000800 708 044 000800 0 045 000800 Y 046 000800 N 047 000800 Y 048 000800 0.000 048 A010800 1000000 048 A020800 0.700 048 B010800 1000000 048 B020800 0.650 048 C010800 0 048 C020800 0.000 048 D010800 0 048 D020800 0.000 048 E010800 0 048 E020800 0.000 048 F010800 0 048 F020800 0.000 048 G010800 0 048 G020800 0.000 048 H010800 0 048 H020800 0.000 048 I010800 0 048 I020800 0.000 048 J010800 0 048 J020800 0.000 048 K010800 2000000 048 K020800 0.600 049 000800 N 050 000800 N 051 000800 N 052 000800 N 053 A000800 N 055 A000800 N 055 B000800 N 056 000800 Y 057 000800 N 058 A000800 N 059 000800 Y 060 A000800 Y 060 B000800 Y 061 000800 25 062 A000800 N 062 B000800 0.0 PAGE 38 062 C000800 0.0 062 D000800 0.0 062 E000800 0.0 062 F000800 0.0 062 G000800 0.0 062 H000800 0.0 062 I000800 0.0 062 J000800 0.0 062 K000800 0.0 062 L000800 0.0 062 M000800 0.0 062 N000800 0.0 062 O000800 0.0 062 P000800 0.0 062 Q000800 0.0 062 R000800 0.0 063 A000800 0 063 B000800 0.0 066 A000800 Y 066 B000800 N 066 C000800 N 066 D000800 N 066 E000800 N 066 F000800 N 066 G000800 Y 067 000800 Y 068 A000800 N 068 B000800 N 069 000800 N 070 A010800 Y 070 A020800 N 070 B010800 Y 070 B020800 N 070 C010800 Y 070 C020800 N 070 D010800 Y 070 D020800 N 070 E010800 Y 070 E020800 N 070 F010800 Y 070 F020800 N 070 G010800 Y 070 G020800 N 070 H010800 Y 070 H020800 N 070 I010800 Y 070 I020800 N 070 J010800 Y 070 J020800 Y 070 K010800 Y 070 K020800 Y PAGE 39 070 L010800 Y 070 L020800 Y 070 M010800 Y 070 M020800 N 070 N010800 Y 070 N020800 N 070 O010800 Y 070 O020800 N 070 P010800 Y 070 P020800 N 070 Q010800 Y 070 Q020800 N 070 R010800 Y 070 R020800 N 071 A000800 122987 071 B000800 156543 071 C000800 278827 071 D000800 44 072 A000800 11 072 B000800 7581 072 C000800 2476 072 D000800 0 072 E000800 0 072 F000800 1836 072 G000800 220 072 H000800 0 072 I000800 419 072 J000800 67 072 K000800 0 072 L000800 101 072 M000800 23 072 N000800 45 072 O000800 0 072 P000800 0 072 Q000800 0 072 R000800 36 072 S000800 6 072 T000800 708 072 U000800 0 072 V000800 0 072 W000800 44 072 X000800 3505 072 Y000800 0 072 Z000800 6552 072AA000800 12830 072BB000800 0 072CC010800 0 072CC020800 27471 072DD010800 6741 072DD020800 124 072EE000800 18098 PAGE 40 073 A010800 0.0000 073 A020800 0.0000 073 B000800 0.6269 073 C000800 0.0000 074 A000800 31 074 B000800 0 074 C000800 4824 074 D000800 124357 074 E000800 0 074 F000800 122579 074 G000800 0 074 H000800 0 074 I000800 3870 074 J000800 986 074 K000800 0 074 L000800 1332 074 M000800 39 074 N000800 258018 074 O000800 244 074 P000800 288 074 Q000800 0 074 R010800 0 074 R020800 0 074 R030800 0 074 R040800 324 074 S000800 0 074 T000800 257162 074 U010800 29163 074 U020800 768 074 V010800 0.00 074 V020800 0.00 074 W000800 0.0000 074 X000800 13801 074 Y000800 0 075 A000800 0 075 B000800 285983 076 000800 0.00 008 A000901 PHOENIX INVESTMENT COUNSEL, INC. 008 B000901 A 008 C000901 801-5995 008 D010901 HARTFORD 008 D020901 CT 008 D030901 06115 008 D040901 0480 008 A000902 HARRIS INVESTMENT MANAGEMENT, INC. 008 B000902 S 008 C000902 801-35533 008 D010902 CHICAGO 008 D020902 IL 008 D030902 60603 015 A000901 STATE STREET BANK AND TRUST COMPANY PAGE 41 015 B000901 C 015 C010901 BOSTON 015 C020901 MA 015 C030901 02206 015 C040901 5501 015 E010901 X 015 A000902 UBS AG 015 B000902 S 015 C010902 ZURICH 015 D010902 SWITZERLAND 015 D020902 8098 015 E040902 X 015 A000903 STATE STREET BANK AND TRUST COMPANY 015 B000903 S 015 C010903 EDINBURGH 015 D010903 SCOTLAND 015 D020903 EH5 2AW 015 E010903 X 015 A000904 STANDARD CHARTERED BANK 015 B000904 S 015 C010904 MAKATI CITY 015 D010904 PHILIPPINES 015 E040904 X 015 A000905 DBS BANK LIMITED 015 B000905 S 015 C010905 SINGAPORE 015 D010905 SINGAPORE 015 D020905 239922 015 E040905 X 024 000900 Y 025 A000901 STATE STREET BANK AND TRUST CO. 025 B000901 04-1867445 025 C000901 D 025 D000901 676 025 D000902 0 025 D000903 0 025 D000904 0 025 D000905 0 025 D000906 0 025 D000907 0 025 D000908 0 028 A010900 0 028 A020900 0 028 A030900 0 028 A040900 0 028 B010900 1499 028 B020900 0 028 B030900 0 028 B040900 1835 028 C010900 549 028 C020900 0 PAGE 42 028 C030900 0 028 C040900 3432 028 D010900 593 028 D020900 0 028 D030900 0 028 D040900 4184 028 E010900 698 028 E020900 0 028 E030900 0 028 E040900 2341 028 F010900 742 028 F020900 0 028 F030900 0 028 F040900 1655 028 G010900 4081 028 G020900 0 028 G030900 0 028 G040900 13447 028 H000900 2906 029 000900 Y 030 A000900 53 030 B000900 5.75 030 C000900 0.00 031 A000900 8 031 B000900 0 032 000900 45 033 000900 0 034 000900 Y 035 000900 11 036 A000900 N 036 B000900 0 042 A000900 0 042 B000900 0 042 C000900 28 042 D000900 72 042 E000900 0 042 F000900 0 042 G000900 0 042 H000900 0 043 000900 196 044 000900 0 045 000900 Y 046 000900 N 047 000900 Y 048 000900 0.000 048 A010900 500000 048 A020900 0.800 048 B010900 0 048 B020900 0.000 048 C010900 0 048 C020900 0.000 PAGE 43 048 D010900 0 048 D020900 0.000 048 E010900 0 048 E020900 0.000 048 F010900 0 048 F020900 0.000 048 G010900 0 048 G020900 0.000 048 H010900 0 048 H020900 0.000 048 I010900 0 048 I020900 0.000 048 J010900 0 048 J020900 0.000 048 K010900 500000 048 K020900 0.700 049 000900 N 050 000900 N 051 000900 N 052 000900 N 053 A000900 N 055 A000900 N 055 B000900 N 056 000900 Y 057 000900 N 058 A000900 N 059 000900 Y 060 A000900 Y 060 B000900 Y 061 000900 25 062 A000900 N 062 B000900 0.0 062 C000900 0.0 062 D000900 0.0 062 E000900 0.0 062 F000900 0.0 062 G000900 0.0 062 H000900 0.0 062 I000900 0.0 062 J000900 0.0 062 K000900 0.0 062 L000900 0.0 062 M000900 0.0 062 N000900 0.0 062 O000900 0.0 062 P000900 0.0 062 Q000900 0.0 062 R000900 0.0 063 A000900 0 063 B000900 0.0 066 A000900 Y PAGE 44 066 B000900 Y 066 C000900 N 066 D000900 N 066 E000900 N 066 F000900 N 066 G000900 N 067 000900 N 068 A000900 N 068 B000900 N 069 000900 N 070 A010900 Y 070 A020900 N 070 B010900 Y 070 B020900 N 070 C010900 Y 070 C020900 N 070 D010900 Y 070 D020900 N 070 E010900 Y 070 E020900 N 070 F010900 Y 070 F020900 N 070 G010900 Y 070 G020900 N 070 H010900 Y 070 H020900 N 070 I010900 Y 070 I020900 N 070 J010900 Y 070 J020900 Y 070 K010900 Y 070 K020900 N 070 L010900 Y 070 L020900 Y 070 M010900 Y 070 M020900 N 070 N010900 Y 070 N020900 Y 070 O010900 Y 070 O020900 N 070 P010900 Y 070 P020900 N 070 Q010900 Y 070 Q020900 N 070 R010900 Y 070 R020900 N 071 A000900 36052 071 B000900 45486 071 C000900 133433 071 D000900 27 072 A000900 5 PAGE 45 072 B000900 23 072 C000900 447 072 D000900 0 072 E000900 73 072 F000900 442 072 G000900 49 072 H000900 0 072 I000900 164 072 J000900 9 072 K000900 0 072 L000900 89 072 M000900 5 072 N000900 27 072 O000900 0 072 P000900 0 072 Q000900 0 072 R000900 11 072 S000900 32 072 T000900 196 072 U000900 0 072 V000900 0 072 W000900 8 072 X000900 1032 072 Y000900 57 072 Z000900 -432 072AA000900 0 072BB000900 3746 072CC010900 0 072CC020900 22715 072DD010900 0 072DD020900 0 072EE000900 0 073 A010900 0.0000 073 A020900 0.0000 073 B000900 0.0000 073 C000900 0.0000 074 A000900 4 074 B000900 0 074 C000900 1030 074 D000900 0 074 E000900 0 074 F000900 116701 074 G000900 0 074 H000900 0 074 I000900 676 074 J000900 7473 074 K000900 0 074 L000900 112 074 M000900 45 074 N000900 126041 074 O000900 6995 PAGE 46 074 P000900 157 074 Q000900 0 074 R010900 0 074 R020900 0 074 R030900 0 074 R040900 772 074 S000900 0 074 T000900 118117 074 U010900 6795 074 U020900 1340 074 V010900 0.00 074 V020900 0.00 074 W000900 0.0000 074 X000900 11210 074 Y000900 0 075 A000900 0 075 B000900 134516 076 000900 0.00 008 A001001 PHOENIX INVESTMENT COUNSEL, INC. 008 B001001 A 008 C001001 801-5995 008 D011001 HARTFORD 008 D021001 CT 008 D031001 06115 008 D041001 0480 008 A001002 KAYNE ANDERSON RUDNICK INVESTMENT MTMT., LLC 008 B001002 S 008 C001002 801-24241 008 D011002 LOS ANGELES 008 D021002 CA 008 D031002 90067 015 A001001 STATE STREET BANK AND TRUST COMPANY 015 B001001 C 015 C011001 BOSTON 015 C021001 MA 015 C031001 02206 015 C041001 5501 015 E011001 X 024 001000 N 025 D001001 0 025 D001002 0 025 D001003 0 025 D001004 0 025 D001005 0 025 D001006 0 025 D001007 0 025 D001008 0 028 A011000 6688 028 A021000 0 028 A031000 0 028 A041000 471 PAGE 47 028 B011000 4866 028 B021000 0 028 B031000 0 028 B041000 282 028 C011000 5970 028 C021000 339 028 C031000 0 028 C041000 834 028 D011000 23286 028 D021000 0 028 D031000 0 028 D041000 1124 028 E011000 6012 028 E021000 0 028 E031000 0 028 E041000 1448 028 F011000 3533 028 F021000 0 028 F031000 0 028 F041000 937 028 G011000 50355 028 G021000 339 028 G031000 0 028 G041000 5096 028 H001000 7236 029 001000 Y 030 A001000 17 030 B001000 5.75 030 C001000 0.00 031 A001000 2 031 B001000 0 032 001000 15 033 001000 0 034 001000 Y 035 001000 1 036 A001000 N 036 B001000 0 042 A001000 0 042 B001000 0 042 C001000 51 042 D001000 49 042 E001000 0 042 F001000 0 042 G001000 0 042 H001000 0 043 001000 27 044 001000 0 045 001000 Y 046 001000 N 047 001000 Y 048 001000 0.000 PAGE 48 048 A011000 400000 048 A021000 0.900 048 B011000 600000 048 B021000 0.850 048 C011000 0 048 C021000 0.000 048 D011000 0 048 D021000 0.000 048 E011000 0 048 E021000 0.000 048 F011000 0 048 F021000 0.000 048 G011000 0 048 G021000 0.000 048 H011000 0 048 H021000 0.000 048 I011000 0 048 I021000 0.000 048 J011000 0 048 J021000 0.000 048 K011000 1000000 048 K021000 0.800 049 001000 N 050 001000 N 051 001000 N 052 001000 N 053 A001000 Y 053 B001000 Y 053 C001000 N 055 A001000 N 055 B001000 N 056 001000 Y 057 001000 N 058 A001000 N 059 001000 Y 060 A001000 Y 060 B001000 Y 061 001000 25 062 A001000 N 062 B001000 0.0 062 C001000 0.0 062 D001000 0.0 062 E001000 0.0 062 F001000 0.0 062 G001000 0.0 062 H001000 0.0 062 I001000 0.0 062 J001000 0.0 062 K001000 0.0 062 L001000 0.0 062 M001000 0.0 PAGE 49 062 N001000 0.0 062 O001000 0.0 062 P001000 0.0 062 Q001000 0.0 062 R001000 0.0 063 A001000 0 063 B001000 0.0 066 A001000 Y 066 B001000 N 066 C001000 Y 066 D001000 N 066 E001000 N 066 F001000 N 066 G001000 N 067 001000 N 068 A001000 N 068 B001000 N 069 001000 N 070 A011000 Y 070 A021000 Y 070 B011000 Y 070 B021000 N 070 C011000 Y 070 C021000 N 070 D011000 Y 070 D021000 N 070 E011000 Y 070 E021000 N 070 F011000 Y 070 F021000 N 070 G011000 Y 070 G021000 N 070 H011000 Y 070 H021000 N 070 I011000 Y 070 I021000 N 070 J011000 Y 070 J021000 N 070 K011000 Y 070 K021000 N 070 L011000 Y 070 L021000 N 070 M011000 Y 070 M021000 N 070 N011000 Y 070 N021000 N 070 O011000 Y 070 O021000 N 070 P011000 Y 070 P021000 N 070 Q011000 Y PAGE 50 070 Q021000 N 070 R011000 Y 070 R021000 N 071 A001000 46447 071 B001000 0 071 C001000 38814 071 D001000 0 072 A001000 7 072 B001000 20 072 C001000 748 072 D001000 0 072 E001000 0 072 F001000 212 072 G001000 19 072 H001000 0 072 I001000 29 072 J001000 5 072 K001000 0 072 L001000 22 072 M001000 1 072 N001000 22 072 O001000 0 072 P001000 0 072 Q001000 0 072 R001000 19 072 S001000 0 072 T001000 27 072 U001000 0 072 V001000 0 072 W001000 2 072 X001000 358 072 Y001000 40 072 Z001000 450 072AA001000 4 072BB001000 0 072CC011000 0 072CC021000 9263 072DD011000 76 072DD021000 236 072EE001000 96 073 A011000 0.0000 073 A021000 0.0000 073 B001000 0.0288 073 C001000 0.0000 074 A001000 0 074 B001000 3828 074 C001000 0 074 D001000 0 074 E001000 0 074 F001000 56183 074 G001000 0 PAGE 51 074 H001000 0 074 I001000 441 074 J001000 0 074 K001000 0 074 L001000 884 074 M001000 32 074 N001000 61368 074 O001000 0 074 P001000 53 074 Q001000 0 074 R011000 0 074 R021000 0 074 R031000 0 074 R041000 68 074 S001000 0 074 T001000 61247 074 U011000 1286 074 U021000 5050 074 V011000 0.00 074 V021000 0.00 074 W001000 0.0000 074 X001000 8636 074 Y001000 0 075 A001000 0 075 B001000 41508 076 001000 0.00 008 A001101 PHOENIX INVESTMENT COUNSEL, INC. 008 B001101 A 008 C001101 801-5995 008 D011101 HARTFORD 008 D021101 CT 008 D031101 06115 008 D041101 0480 008 A001102 ENGEMANN ASSET MANAGEMENT 008 B001102 S 008 C001102 801-11586 008 D011102 PASADENA 008 D021102 CA 008 D031102 91107 008 D041102 2101 015 A001101 STATE STREET BANK AND TRUST COMPANY 015 B001101 C 015 C011101 BOSTON 015 C021101 MA 015 C031101 02206 015 C041101 5501 015 E011101 X 024 001100 N 025 D001101 0 025 D001102 0 025 D001103 0 PAGE 52 025 D001104 0 025 D001105 0 025 D001106 0 025 D001107 0 025 D001108 0 028 A011100 0 028 A021100 0 028 A031100 0 028 A041100 0 028 B011100 0 028 B021100 0 028 B031100 0 028 B041100 0 028 C011100 0 028 C021100 0 028 C031100 0 028 C041100 0 028 D011100 838 028 D021100 0 028 D031100 0 028 D041100 2787 028 E011100 565 028 E021100 0 028 E031100 0 028 E041100 3165 028 F011100 842 028 F021100 0 028 F031100 0 028 F041100 2617 028 G011100 2245 028 G021100 0 028 G031100 0 028 G041100 8569 028 H001100 2093 029 001100 Y 030 A001100 7 030 B001100 5.75 030 C001100 0.00 031 A001100 1 031 B001100 0 032 001100 6 033 001100 0 034 001100 Y 035 001100 4 036 A001100 N 036 B001100 0 042 A001100 0 042 B001100 0 042 C001100 29 042 D001100 71 042 E001100 0 PAGE 53 042 F001100 0 042 G001100 0 042 H001100 0 043 001100 125 044 001100 0 045 001100 Y 046 001100 N 047 001100 Y 048 001100 0.000 048 A011100 50000 048 A021100 1.000 048 B011100 450000 048 B021100 0.900 048 C011100 0 048 C021100 0.000 048 D011100 0 048 D021100 0.000 048 E011100 0 048 E021100 0.000 048 F011100 0 048 F021100 0.000 048 G011100 0 048 G021100 0.000 048 H011100 0 048 H021100 0.000 048 I011100 0 048 I021100 0.000 048 J011100 0 048 J021100 0.000 048 K011100 500000 048 K021100 0.800 049 001100 N 050 001100 N 051 001100 N 052 001100 N 053 A001100 N 055 A001100 N 055 B001100 N 056 001100 Y 057 001100 N 058 A001100 N 059 001100 Y 060 A001100 Y 060 B001100 Y 061 001100 25 062 A001100 N 062 B001100 0.0 062 C001100 0.0 062 D001100 0.0 062 E001100 0.0 062 F001100 0.0 PAGE 54 062 G001100 0.0 062 H001100 0.0 062 I001100 0.0 062 J001100 0.0 062 K001100 0.0 062 L001100 0.0 062 M001100 0.0 062 N001100 0.0 062 O001100 0.0 062 P001100 0.0 062 Q001100 0.0 062 R001100 0.0 063 A001100 0 063 B001100 0.0 066 A001100 Y 066 B001100 N 066 C001100 Y 066 D001100 N 066 E001100 N 066 F001100 N 066 G001100 N 067 001100 N 068 A001100 N 068 B001100 N 069 001100 N 070 A011100 Y 070 A021100 N 070 B011100 Y 070 B021100 N 070 C011100 Y 070 C021100 N 070 D011100 Y 070 D021100 N 070 E011100 Y 070 E021100 N 070 F011100 Y 070 F021100 N 070 G011100 Y 070 G021100 N 070 H011100 Y 070 H021100 N 070 I011100 Y 070 I021100 N 070 J011100 Y 070 J021100 N 070 K011100 Y 070 K021100 N 070 L011100 Y 070 L021100 Y 070 M011100 Y 070 M021100 N PAGE 55 070 N011100 Y 070 N021100 N 070 O011100 Y 070 O021100 N 070 P011100 Y 070 P021100 N 070 Q011100 Y 070 Q021100 N 070 R011100 Y 070 R021100 N 071 A001100 16664 071 B001100 17527 071 C001100 117331 071 D001100 14 072 A001100 3 072 B001100 16 072 C001100 105 072 D001100 0 072 E001100 0 072 F001100 273 072 G001100 25 072 H001100 0 072 I001100 109 072 J001100 5 072 K001100 0 072 L001100 26 072 M001100 2 072 N001100 15 072 O001100 0 072 P001100 0 072 Q001100 0 072 R001100 6 072 S001100 0 072 T001100 126 072 U001100 0 072 V001100 0 072 W001100 5 072 X001100 592 072 Y001100 0 072 Z001100 -471 072AA001100 6931 072BB001100 0 072CC011100 0 072CC021100 32192 072DD011100 0 072DD021100 0 072EE001100 0 073 A011100 0.0000 073 A021100 0.0000 073 B001100 0.0000 073 C001100 0.0000 PAGE 56 074 A001100 2 074 B001100 0 074 C001100 900 074 D001100 0 074 E001100 0 074 F001100 105402 074 G001100 0 074 H001100 0 074 I001100 0 074 J001100 891 074 K001100 0 074 L001100 169 074 M001100 36 074 N001100 107400 074 O001100 260 074 P001100 196 074 Q001100 0 074 R011100 0 074 R021100 0 074 R031100 0 074 R041100 195 074 S001100 0 074 T001100 106749 074 U011100 2695 074 U021100 907 074 V011100 0.00 074 V021100 0.00 074 W001100 0.0000 074 X001100 13950 074 Y001100 0 075 A001100 0 075 B001100 119800 076 001100 0.00 008 A001201 PHOENIX INVESTMENT COUNSEL, INC. 008 B001201 A 008 C001201 801-5995 008 D011201 HARTFORD 008 D021201 CT 008 D031201 06115 008 D041201 0480 008 A001202 KAYNE ANDERSON RUDNICK INVESTMENT MGMT., LLC 008 B001202 S 008 C001202 801-2424 008 D011202 LOS ANGELES 008 D021202 CA 008 D031202 90067 015 A001201 STATE STREET BANK AND TRUST COMPANY 015 B001201 C 015 C011201 BOSTON 015 C021201 MA 015 C031201 02206 PAGE 57 015 E011201 X 024 001200 N 025 D001201 0 025 D001202 0 025 D001203 0 025 D001204 0 025 D001205 0 025 D001206 0 025 D001207 0 025 D001208 0 028 A011200 404 028 A021200 0 028 A031200 0 028 A041200 260 028 B011200 383 028 B021200 0 028 B031200 0 028 B041200 314 028 C011200 244 028 C021200 0 028 C031200 0 028 C041200 906 028 D011200 641 028 D021200 0 028 D031200 0 028 D041200 368 028 E011200 351 028 E021200 0 028 E031200 0 028 E041200 204 028 F011200 409 028 F021200 0 028 F031200 0 028 F041200 331 028 G011200 2432 028 G021200 0 028 G031200 0 028 G041200 2383 028 H001200 1306 029 001200 Y 030 A001200 6 030 B001200 5.75 030 C001200 0.00 031 A001200 1 031 B001200 0 032 001200 5 033 001200 0 034 001200 Y 035 001200 0 036 A001200 N 036 B001200 0 PAGE 58 042 A001200 0 042 B001200 0 042 C001200 43 042 D001200 57 042 E001200 0 042 F001200 0 042 G001200 0 042 H001200 0 043 001200 15 044 001200 0 045 001200 Y 046 001200 N 047 001200 Y 048 001200 0.000 048 A011200 400000 048 A021200 0.900 048 B011200 600000 048 B021200 0.850 048 C011200 0 048 C021200 0.000 048 D011200 0 048 D021200 0.000 048 E011200 0 048 E021200 0.000 048 F011200 0 048 F021200 0.000 048 G011200 0 048 G021200 0.000 048 H011200 0 048 H021200 0.000 048 I011200 0 048 I021200 0.000 048 J011200 0 048 J021200 0.000 048 K011200 1000000 048 K021200 0.800 049 001200 N 050 001200 N 051 001200 N 052 001200 N 053 A001200 Y 053 B001200 Y 053 C001200 N 055 A001200 Y 055 B001200 N 056 001200 Y 057 001200 N 058 A001200 N 059 001200 Y 060 A001200 Y 060 B001200 Y PAGE 59 061 001200 25 062 A001200 N 062 B001200 0.0 062 C001200 0.0 062 D001200 0.0 062 E001200 0.0 062 F001200 0.0 062 G001200 0.0 062 H001200 0.0 062 I001200 0.0 062 J001200 0.0 062 K001200 0.0 062 L001200 0.0 062 M001200 0.0 062 N001200 0.0 062 O001200 0.0 062 P001200 0.0 062 Q001200 0.0 062 R001200 0.0 063 A001200 0 063 B001200 0.0 066 A001200 Y 066 B001200 N 066 C001200 Y 066 D001200 N 066 E001200 N 066 F001200 N 066 G001200 N 067 001200 N 068 A001200 N 068 B001200 N 069 001200 N 070 A011200 Y 070 A021200 Y 070 B011200 Y 070 B021200 N 070 C011200 Y 070 C021200 N 070 D011200 Y 070 D021200 N 070 E011200 Y 070 E021200 N 070 F011200 Y 070 F021200 N 070 G011200 Y 070 G021200 N 070 H011200 Y 070 H021200 N 070 I011200 Y 070 I021200 N 070 J011200 Y PAGE 60 070 J021200 N 070 K011200 Y 070 K021200 N 070 L011200 Y 070 L021200 N 070 M011200 Y 070 M021200 N 070 N011200 Y 070 N021200 N 070 O011200 Y 070 O021200 N 070 P011200 Y 070 P021200 N 070 Q011200 Y 070 Q021200 N 070 R011200 Y 070 R021200 N 071 A001200 2207 071 B001200 1876 071 C001200 15521 071 D001200 12 072 A001200 7 072 B001200 3 072 C001200 36 072 D001200 0 072 E001200 0 072 F001200 83 072 G001200 8 072 H001200 0 072 I001200 6 072 J001200 3 072 K001200 0 072 L001200 7 072 M001200 1 072 N001200 22 072 O001200 0 072 P001200 0 072 Q001200 0 072 R001200 17 072 S001200 0 072 T001200 15 072 U001200 0 072 V001200 0 072 W001200 1 072 X001200 163 072 Y001200 28 072 Z001200 -96 072AA001200 0 072BB001200 226 072CC011200 0 072CC021200 1542 PAGE 61 072DD011200 0 072DD021200 0 072EE001200 0 073 A011200 0.0000 073 A021200 0.0000 073 B001200 0.0000 073 C001200 0.0000 074 A001200 0 074 B001200 331 074 C001200 0 074 D001200 0 074 E001200 0 074 F001200 14287 074 G001200 0 074 H001200 0 074 I001200 0 074 J001200 0 074 K001200 0 074 L001200 45 074 M001200 11 074 N001200 14674 074 O001200 0 074 P001200 11 074 Q001200 0 074 R011200 0 074 R021200 0 074 R031200 0 074 R041200 30 074 S001200 0 074 T001200 14633 074 U011200 927 074 U021200 670 074 V011200 0.00 074 V021200 0.00 074 W001200 0.0000 074 X001200 614 074 Y001200 0 075 A001200 0 075 B001200 16111 076 001200 0.00 008 A001301 PHOENIX INVESTMENT COUNSEL, INC. 008 B001301 A 008 C001301 801-5995 008 D011301 HARTFORD 008 D021301 CT 008 D031301 06115 008 D041301 0480 008 A001302 EUCLID ADVISORS LLC 008 B001302 S 008 C001302 801-54263 008 D011302 NEW YORK PAGE 62 008 D021302 NY 008 D031302 10022 015 A001301 STATE STREET BANK AND TRUST COMPANY 015 B001301 C 015 C011301 BOSTON 015 C021301 MA 015 C031301 02206 015 C041301 5501 015 E011301 X 024 001300 Y 025 A001301 STATE STREET BANK & TRUST CO. 025 B001301 04-1867445 025 C001301 D 025 D001301 2301 025 D001302 0 025 D001303 0 025 D001304 0 025 D001305 0 025 D001306 0 025 D001307 0 025 D001308 0 028 A011300 589 028 A021300 0 028 A031300 0 028 A041300 6560 028 B011300 533 028 B021300 0 028 B031300 0 028 B041300 5764 028 C011300 1668 028 C021300 21819 028 C031300 0 028 C041300 4936 028 D011300 812 028 D021300 0 028 D031300 0 028 D041300 6438 028 E011300 426 028 E021300 0 028 E031300 0 028 E041300 3095 028 F011300 387 028 F021300 0 028 F031300 0 028 F041300 2749 028 G011300 4415 028 G021300 21819 028 G031300 0 028 G041300 29542 028 H001300 3203 029 001300 Y PAGE 63 030 A001300 15 030 B001300 5.75 030 C001300 0.00 031 A001300 3 031 B001300 0 032 001300 12 033 001300 0 034 001300 Y 035 001300 10 036 A001300 N 036 B001300 0 042 A001300 0 042 B001300 0 042 C001300 28 042 D001300 72 042 E001300 0 042 F001300 0 042 G001300 0 042 H001300 0 043 001300 458 044 001300 0 045 001300 Y 046 001300 N 047 001300 Y 048 001300 0.000 048 A011300 1000000 048 A021300 0.900 048 B011300 1000000 048 B021300 0.850 048 C011300 0 048 C021300 0.000 048 D011300 0 048 D021300 0.000 048 E011300 0 048 E021300 0.000 048 F011300 0 048 F021300 0.000 048 G011300 0 048 G021300 0.000 048 H011300 0 048 H021300 0.000 048 I011300 0 048 I021300 0.000 048 J011300 0 048 J021300 0.000 048 K011300 2000000 048 K021300 0.800 049 001300 N 050 001300 N 051 001300 N 052 001300 N PAGE 64 053 A001300 Y 053 B001300 Y 053 C001300 N 055 A001300 Y 055 B001300 N 056 001300 Y 057 001300 N 058 A001300 N 059 001300 Y 060 A001300 Y 060 B001300 Y 061 001300 25 062 A001300 N 062 B001300 0.0 062 C001300 0.0 062 D001300 0.0 062 E001300 0.0 062 F001300 0.0 062 G001300 0.0 062 H001300 0.0 062 I001300 0.0 062 J001300 0.0 062 K001300 0.0 062 L001300 0.0 062 M001300 0.0 062 N001300 0.0 062 O001300 0.0 062 P001300 0.0 062 Q001300 0.0 062 R001300 0.0 063 A001300 0 063 B001300 0.0 066 A001300 Y 066 B001300 N 066 C001300 Y 066 D001300 N 066 E001300 N 066 F001300 N 066 G001300 N 067 001300 N 068 A001300 N 068 B001300 N 069 001300 N 070 A011300 Y 070 A021300 N 070 B011300 Y 070 B021300 N 070 C011300 Y 070 C021300 N 070 D011300 Y 070 D021300 N PAGE 65 070 E011300 Y 070 E021300 N 070 F011300 Y 070 F021300 N 070 G011300 Y 070 G021300 N 070 H011300 Y 070 H021300 N 070 I011300 Y 070 I021300 N 070 J011300 Y 070 J021300 N 070 K011300 Y 070 K021300 Y 070 L011300 Y 070 L021300 Y 070 M011300 Y 070 M021300 N 070 N011300 Y 070 N021300 Y 070 O011300 Y 070 O021300 N 070 P011300 Y 070 P021300 N 070 Q011300 Y 070 Q021300 N 070 R011300 Y 070 R021300 N 071 A001300 87611 071 B001300 114760 071 C001300 145544 071 D001300 60 072 A001300 7 072 B001300 43 072 C001300 549 072 D001300 0 072 E001300 97 072 F001300 767 072 G001300 70 072 H001300 0 072 I001300 175 072 J001300 21 072 K001300 0 072 L001300 56 072 M001300 7 072 N001300 31 072 O001300 0 072 P001300 0 072 Q001300 0 072 R001300 22 072 S001300 2 PAGE 66 072 T001300 458 072 U001300 0 072 V001300 0 072 W001300 19 072 X001300 1628 072 Y001300 163 072 Z001300 -776 072AA001300 0 072BB001300 13146 072CC011300 0 072CC021300 5386 072DD011300 0 072DD021300 0 072EE001300 24896 073 A011300 0.0000 073 A021300 0.0000 073 B001300 2.4687 073 C001300 0.0000 074 A001300 3 074 B001300 0 074 C001300 1080 074 D001300 0 074 E001300 0 074 F001300 117655 074 G001300 0 074 H001300 0 074 I001300 2301 074 J001300 0 074 K001300 0 074 L001300 197 074 M001300 46 074 N001300 121282 074 O001300 0 074 P001300 172 074 Q001300 0 074 R011300 0 074 R021300 0 074 R031300 0 074 R041300 2438 074 S001300 0 074 T001300 118672 074 U011300 6525 074 U021300 4341 074 V011300 0.00 074 V021300 0.00 074 W001300 0.0000 074 X001300 9862 074 Y001300 0 075 A001300 0 075 B001300 147296 076 001300 0.00 PAGE 67 008 A001401 PHOENIX INVESTMENT COUNSEL, INC. 008 B001401 A 008 C001401 801-5995 008 D011401 HARTFORD 008 D021401 CT 008 D031401 06115 008 D041401 0480 008 A001402 KAYNE ANDERSON RUDNICK INVESTMENT MGMT., LLC 008 B001402 S 008 C001402 801-24241 008 D011402 LOS ANGELES 008 D021402 CA 008 D031402 90067 015 A001401 STATE STREET BANK AND TRUST COMPANY 015 B001401 C 015 C011401 BOSTON 015 C021401 MA 015 C031401 02206 015 C041401 5501 015 E011401 X 024 001400 Y 025 A001401 UBS AG 025 B001401 13-2638166 025 C001401 D 025 D001401 204 025 D001402 0 025 D001403 0 025 D001404 0 025 D001405 0 025 D001406 0 025 D001407 0 025 D001408 0 028 A011400 0 028 A021400 0 028 A031400 0 028 A041400 0 028 B011400 0 028 B021400 0 028 B031400 0 028 B041400 0 028 C011400 0 028 C021400 0 028 C031400 0 028 C041400 0 028 D011400 823 028 D021400 0 028 D031400 0 028 D041400 3105 028 E011400 242 028 E021400 0 028 E031400 0 PAGE 68 028 E041400 2551 028 F011400 124 028 F021400 0 028 F031400 0 028 F041400 2056 028 G011400 1189 028 G021400 0 028 G031400 0 028 G041400 7712 028 H001400 658 029 001400 Y 030 A001400 0 030 B001400 5.75 030 C001400 0.00 031 A001400 0 031 B001400 0 032 001400 0 033 001400 0 034 001400 Y 035 001400 1 036 A001400 N 036 B001400 0 042 A001400 0 042 B001400 0 042 C001400 25 042 D001400 75 042 E001400 0 042 F001400 0 042 G001400 0 042 H001400 0 043 001400 36 044 001400 0 045 001400 Y 046 001400 N 047 001400 Y 048 001400 0.850 048 A011400 0 048 A021400 0.000 048 B011400 0 048 B021400 0.000 048 C011400 0 048 C021400 0.000 048 D011400 0 048 D021400 0.000 048 E011400 0 048 E021400 0.000 048 F011400 0 048 F021400 0.000 048 G011400 0 048 G021400 0.000 048 H011400 0 PAGE 69 048 H021400 0.000 048 I011400 0 048 I021400 0.000 048 J011400 0 048 J021400 0.000 048 K011400 0 048 K021400 0.000 049 001400 N 050 001400 N 051 001400 N 052 001400 N 053 A001400 N 055 A001400 N 055 B001400 Y 056 001400 Y 057 001400 N 058 A001400 N 059 001400 Y 060 A001400 Y 060 B001400 Y 061 001400 25 062 A001400 N 062 B001400 0.0 062 C001400 0.0 062 D001400 0.0 062 E001400 0.0 062 F001400 0.0 062 G001400 0.0 062 H001400 0.0 062 I001400 0.0 062 J001400 0.0 062 K001400 0.0 062 L001400 0.0 062 M001400 0.0 062 N001400 0.0 062 O001400 0.0 062 P001400 0.0 062 Q001400 0.0 062 R001400 0.0 063 A001400 0 063 B001400 0.0 066 A001400 Y 066 B001400 N 066 C001400 Y 066 D001400 N 066 E001400 N 066 F001400 N 066 G001400 N 067 001400 N 068 A001400 N 068 B001400 N PAGE 70 069 001400 N 070 A011400 Y 070 A021400 N 070 B011400 Y 070 B021400 N 070 C011400 Y 070 C021400 N 070 D011400 Y 070 D021400 N 070 E011400 Y 070 E021400 N 070 F011400 Y 070 F021400 N 070 G011400 Y 070 G021400 N 070 H011400 Y 070 H021400 N 070 I011400 Y 070 I021400 N 070 J011400 Y 070 J021400 N 070 K011400 Y 070 K021400 N 070 L011400 Y 070 L021400 N 070 M011400 Y 070 M021400 N 070 N011400 Y 070 N021400 N 070 O011400 Y 070 O021400 N 070 P011400 Y 070 P021400 N 070 Q011400 Y 070 Q021400 N 070 R011400 Y 070 R021400 N 071 A001400 5618 071 B001400 12049 071 C001400 69156 071 D001400 8 072 A001400 3 072 B001400 3 072 C001400 155 072 D001400 0 072 E001400 21 072 F001400 143 072 G001400 14 072 H001400 0 072 I001400 24 072 J001400 5 PAGE 71 072 K001400 0 072 L001400 20 072 M001400 2 072 N001400 19 072 O001400 0 072 P001400 0 072 Q001400 0 072 R001400 8 072 S001400 1 072 T001400 36 072 U001400 0 072 V001400 0 072 W001400 3 072 X001400 275 072 Y001400 0 072 Z001400 -96 072AA001400 3645 072BB001400 0 072CC011400 0 072CC021400 14759 072DD011400 0 072DD021400 0 072EE001400 0 073 A011400 0.0000 073 A021400 0.0000 073 B001400 0.0000 073 C001400 0.0000 074 A001400 0 074 B001400 0 074 C001400 204 074 D001400 0 074 E001400 0 074 F001400 61052 074 G001400 0 074 H001400 0 074 I001400 0 074 J001400 0 074 K001400 0 074 L001400 31 074 M001400 35 074 N001400 61322 074 O001400 0 074 P001400 78 074 Q001400 0 074 R011400 0 074 R021400 0 074 R031400 0 074 R041400 193 074 S001400 0 074 T001400 61051 074 U011400 1368 PAGE 72 074 U021400 2758 074 V011400 0.00 074 V021400 0.00 074 W001400 0.0000 074 X001400 2578 074 Y001400 0 075 A001400 0 075 B001400 69427 076 001400 0.00 008 A001501 PHOENIX INVESTMENT COUNSEL, INC. 008 B001501 A 008 C001501 801-5995 008 D011501 HARTFORD 008 D021501 CT 008 D031501 06115 008 D041501 0480 008 A001502 SCM ADVISORS LLC 008 B001502 S 008 C001502 801-51559 008 D011502 SAN FRANCISCO 008 D021502 CA 008 D031502 94113 015 A001501 STATE STREET BANK AND TRUST COMPANY 015 B001501 C 015 C011501 BOSTON 015 C021501 MA 015 C031501 02206 015 C041501 5501 015 E011501 X 024 001500 Y 025 A001501 GOLDMAN SACHS & CO. 025 B001501 13.5108880 025 C001501 E 025 D001501 2545 025 A001502 MERRILL LYNCH, PIERCE, FENNER & SMITH INC. 025 B001502 13-5674085 025 C001502 E 025 D001502 1668 025 A001503 STATE STREET BANK AND TRUST CO. 025 B001503 04-1867445 025 C001503 E 025 D001503 2237 025 D001504 0 025 D001505 0 025 D001506 0 025 D001507 0 025 D001508 0 028 A011500 340 028 A021500 0 028 A031500 0 028 A041500 2747 PAGE 73 028 B011500 255 028 B021500 0 028 B031500 0 028 B041500 2387 028 C011500 424 028 C021500 0 028 C031500 0 028 C041500 2191 028 D011500 543 028 D021500 0 028 D031500 0 028 D041500 2843 028 E011500 594 028 E021500 0 028 E031500 0 028 E041500 1856 028 F011500 3100 028 F021500 0 028 F031500 0 028 F041500 4975 028 G011500 5256 028 G021500 0 028 G031500 0 028 G041500 16999 028 H001500 4847 029 001500 Y 030 A001500 45 030 B001500 5.75 030 C001500 0.00 031 A001500 7 031 B001500 0 032 001500 38 033 001500 0 034 001500 Y 035 001500 9 036 A001500 N 036 B001500 0 042 A001500 0 042 B001500 0 042 C001500 22 042 D001500 78 042 E001500 0 042 F001500 0 042 G001500 0 042 H001500 0 043 001500 470 044 001500 0 045 001500 Y 046 001500 N 047 001500 Y 048 001500 0.000 PAGE 74 048 A011500 1000000 048 A021500 0.700 048 B011500 1000000 048 B021500 0.650 048 C011500 0 048 C021500 0.000 048 D011500 0 048 D021500 0.000 048 E011500 0 048 E021500 0.000 048 F011500 0 048 F021500 0.000 048 G011500 0 048 G021500 0.000 048 H011500 0 048 H021500 0.000 048 I011500 0 048 I021500 0.000 048 J011500 0 048 J021500 0.000 048 K011500 2000000 048 K021500 0.600 049 001500 N 050 001500 N 051 001500 N 052 001500 N 053 A001500 N 055 A001500 N 055 B001500 N 056 001500 Y 057 001500 N 058 A001500 N 059 001500 Y 060 A001500 Y 060 B001500 Y 061 001500 25 062 A001500 N 062 B001500 0.0 062 C001500 0.0 062 D001500 0.0 062 E001500 0.0 062 F001500 0.0 062 G001500 0.0 062 H001500 0.0 062 I001500 0.0 062 J001500 0.0 062 K001500 0.0 062 L001500 0.0 062 M001500 0.0 062 N001500 0.0 062 O001500 0.0 PAGE 75 062 P001500 0.0 062 Q001500 0.0 062 R001500 0.0 063 A001500 0 063 B001500 0.0 066 A001500 Y 066 B001500 N 066 C001500 N 066 D001500 Y 066 E001500 N 066 F001500 N 066 G001500 N 067 001500 N 068 A001500 N 068 B001500 N 069 001500 N 070 A011500 Y 070 A021500 N 070 B011500 Y 070 B021500 N 070 C011500 Y 070 C021500 N 070 D011500 Y 070 D021500 N 070 E011500 Y 070 E021500 N 070 F011500 Y 070 F021500 N 070 G011500 Y 070 G021500 N 070 H011500 Y 070 H021500 N 070 I011500 Y 070 I021500 N 070 J011500 Y 070 J021500 N 070 K011500 Y 070 K021500 N 070 L011500 Y 070 L021500 Y 070 M011500 Y 070 M021500 N 070 N011500 Y 070 N021500 N 070 O011500 Y 070 O021500 N 070 P011500 Y 070 P021500 N 070 Q011500 Y 070 Q021500 N 070 R011500 Y PAGE 76 070 R021500 N 071 A001500 128532 071 B001500 152843 071 C001500 172329 071 D001500 75 072 A001500 11 072 B001500 43 072 C001500 1403 072 D001500 0 072 E001500 9 072 F001500 1111 072 G001500 133 072 H001500 0 072 I001500 427 072 J001500 20 072 K001500 0 072 L001500 63 072 M001500 14 072 N001500 60 072 O001500 0 072 P001500 0 072 Q001500 0 072 R001500 32 072 S001500 11 072 T001500 470 072 U001500 0 072 V001500 0 072 W001500 20 072 X001500 2361 072 Y001500 0 072 Z001500 -906 072AA001500 10855 072BB001500 0 072CC011500 0 072CC021500 16830 072DD011500 0 072DD021500 0 072EE001500 0 073 A011500 0.0000 073 A021500 0.0000 073 B001500 0.0000 073 C001500 0.0000 074 A001500 0 074 B001500 0 074 C001500 0 074 D001500 0 074 E001500 0 074 F001500 148712 074 G001500 0 074 H001500 0 074 I001500 0 PAGE 77 074 J001500 250 074 K001500 0 074 L001500 94 074 M001500 36 074 N001500 149092 074 O001500 0 074 P001500 198 074 Q001500 0 074 R011500 0 074 R021500 0 074 R031500 0 074 R041500 219 074 S001500 0 074 T001500 148675 074 U011500 14011 074 U021500 1759 074 V011500 0.00 074 V021500 0.00 074 W001500 0.0000 074 X001500 15825 074 Y001500 0 075 A001500 0 075 B001500 173272 076 001500 0.00 008 A001601 PHOENIX INVESTMENT COUNSEL, INC. 008 B001601 A 008 C001601 801-5995 008 D011601 HARTFORD 008 D021601 CT 008 D031601 06115 008 D041601 0480 008 A001602 GOODWIN CAPITAL ADVISERS, INC. 008 B001602 S 008 C001602 801-8177 008 D011602 HARTFORD 008 D021602 CT 008 D031602 06115 008 D041602 0480 015 A001601 STATE STREET BANK AND TRUST COMPANY 015 B001601 C 015 C011601 BOSTON 015 C021601 MA 015 C031601 02206 015 C041601 5501 015 E011601 X 015 A001602 CITIBANK, N.A. 015 B001602 S 015 C011602 BUENOS AIRES 015 D011602 ARGENTINA 015 D021602 1036 015 E011602 X PAGE 78 015 A001603 ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN 015 B001603 S 015 C011603 VIENNA 015 D011603 AUSTRIA 015 D021603 A-1010 015 E041603 X 015 A001604 THE HONGKONG AND SHANGHAI BANKING CORP., LTD 015 B001604 S 015 C011604 SYDNEY 015 D011604 AUSTRALIA 015 D021604 2000 015 E041604 X 015 A001605 CITIBANK, N.A. 015 B001605 S 015 C011605 SAO PAULO 015 D011605 BRAZIL 015 D021605 01311 015 E011605 X 015 A001606 UBS AG 015 B001606 S 015 C011606 ZURICH 015 D011606 SWITZERLAND 015 D021606 8098 015 E041606 X 015 A001607 CITITRUST COLOMBIA S.A. 015 B001607 S 015 C011607 BOGOTA 015 D011607 COLOMBIA 015 E041607 X 015 A001608 THE HONGKONG AND SHANGHAI BANKING CORP., LTD. 015 B001608 S 015 C011608 CAIRO 015 D011608 EGYPT 015 D021608 11211 015 E011608 X 015 A001609 DEUTSCHE BANK A.G. 015 B001609 S 015 C011609 PARIS 015 D011609 FRANCE 015 D021609 75081 015 E041609 X 015 A001610 STATE STREET BANK AND TRUST COMPANY 015 B001610 S 015 C011610 EDINBURGH 015 D011610 SCOTLAND 015 D021610 EH5 2AW 015 E011610 X 015 A001611 MIZUHO CORPORATE BANK, LTD. 015 B001611 S 015 C011611 TOKYO 015 D011611 JAPAN PAGE 79 015 D021611 103-0026 015 E041611 X 015 A001612 THE HONGKONG AND SHANGHAI BANKING CORP. LTD. 015 B001612 S 015 C011612 SEOUL 015 D011612 KOREA 015 E041612 X 015 A001613 BANCO NACIONAL DE MEXICO S.A. 015 B001613 S 015 C011613 COL. SANTA FE 015 D011613 MEXICO 015 D021613 DF 01210 015 E041613 X 015 A001614 STANDARD CHARTERED BANK MALAYSIA BERHAD 015 B001614 S 015 C011614 KUALA LUMPUR 015 D011614 MALAYSIA 015 D021614 50250 015 E041614 X 015 A001615 SKANDINAVISKA ENSKILDA BANKEN AB 015 B001615 S 015 C011615 OSLO 015 D011615 NORWAY 015 D021615 NO-0185 015 E041615 X 015 A001616 THE HONGKONG AND SHANGHAI BANKING CORP., LTD. 015 B001616 S 015 C011616 AUCKLAND 015 D011616 NEW ZEALAND 015 D021616 1010 015 E041616 X 015 A001617 STANDARD CHARTERED BANK 015 B001617 S 015 C011617 MAKATI CITY 015 D011617 PHILIPPINES 015 E041617 X 015 A001618 SKANDINAVISKA ENSKILDA BANKEN AB 015 B001618 S 015 C011618 STOCKHOLM 015 D011618 SWEDEN 015 D021618 SE-106 40 015 E041618 X 015 A001619 DBS BANK LIMITED 015 B001619 S 015 C011619 SINGAPORE 015 D011619 SINGAPORE 015 D021619 239922 015 E041619 X 015 A001620 CITIBANK, A.S. 015 B001620 S 015 C011620 UMRANIYE ISTANBUL PAGE 80 015 D011620 TURKEY 015 D021620 34768 015 E011620 X 015 A001621 STANDARD CHARTERED BANK (THAI) PUBLIC CO.,LTD 015 B001621 S 015 C011621 BANGKOK 015 D011621 THAILAND 015 D021621 10500 015 E041621 X 024 001600 Y 025 A001601 MERRILL LYNCH, PIERCE, FENNER & SMITH INC. 025 B001601 13-5674085 025 C001601 D 025 D001601 3197 025 A001602 JPMORGAN CHASE & CO. 025 B001602 13-3379014 025 C001602 D 025 D001602 13631 025 A001603 CREDIT SUISSE FIRST BOSTON CORP. 025 B001603 13-5659485 025 C001603 D 025 D001603 11822 025 A001604 MORGAN STANLEY & CO. 025 B001604 13-2655998 025 C001604 D 025 D001604 3210 025 A001605 ZIONS FIRST NATIONAL BANK 025 B001605 87-0189025 025 C001605 D 025 D001605 1669 025 A001606 BANK OF AMERICA SECURITIES LLC 025 B001606 56-2058405 025 C001606 D 025 D001606 3544 025 A001607 GOLDMAN SACHS & CO. 025 B001607 13-5108880 025 C001607 D 025 D001607 1796 025 A001608 BEAR STEARNS & CO., INC. 025 B001608 13-3299429 025 C001608 D 025 D001608 7203 025 A001609 GOLDMAN SACHS & CO. 025 B001609 13-5108880 025 C001609 E 025 D001609 1158 025 A001610 BANK OF AMERICA SECURITIES LLC 025 B001610 56-2058405 025 C001610 E 025 D001610 11305 025 A001611 JPMORGAN CHASE & CO. PAGE 81 025 B001611 13-3379014 025 C001611 E 025 D001611 10690 025 A001612 LEHMAN BROTHERS, INC. 025 B001612 13-2518466 025 C001612 D 025 D001612 10782 025 A001613 STATE STREET BANK AND TRUST CO. 025 B001613 04-1867445 025 C001613 E 025 D001613 4282 025 D001614 0 025 D001615 0 025 D001616 0 028 A011600 0 028 A021600 0 028 A031600 0 028 A041600 0 028 B011600 1132 028 B021600 0 028 B031600 0 028 B041600 11463 028 C011600 2546 028 C021600 62965 028 C031600 0 028 C041600 12659 028 D011600 0 028 D021600 1545 028 D031600 0 028 D041600 14449 028 E011600 1042 028 E021600 0 028 E031600 0 028 E041600 8996 028 F011600 1205 028 F021600 5191 028 F031600 0 028 F041600 9841 028 G011600 5925 028 G021600 69701 028 G031600 0 028 G041600 57408 028 H001600 5173 029 001600 Y 030 A001600 81 030 B001600 5.75 030 C001600 0.00 031 A001600 16 031 B001600 0 032 001600 65 033 001600 0 PAGE 82 034 001600 Y 035 001600 4 036 A001600 N 036 B001600 0 042 A001600 0 042 B001600 0 042 C001600 10 042 D001600 90 042 E001600 0 042 F001600 0 042 G001600 0 042 H001600 0 043 001600 1212 044 001600 0 045 001600 Y 046 001600 N 047 001600 Y 048 001600 0.000 048 A011600 1000000 048 A021600 0.550 048 B011600 1000000 048 B021600 0.500 048 C011600 0 048 C021600 0.000 048 D011600 0 048 D021600 0.000 048 E011600 0 048 E021600 0.000 048 F011600 0 048 F021600 0.000 048 G011600 0 048 G021600 0.000 048 H011600 0 048 H021600 0.000 048 I011600 0 048 I021600 0.000 048 J011600 0 048 J021600 0.000 048 K011600 2000000 048 K021600 0.450 049 001600 N 050 001600 N 051 001600 N 052 001600 N 053 A001600 N 055 A001600 N 055 B001600 N 056 001600 Y 057 001600 N 058 A001600 N 059 001600 Y PAGE 83 060 A001600 Y 060 B001600 Y 061 001600 25 062 A001600 N 062 B001600 0.0 062 C001600 0.0 062 D001600 0.0 062 E001600 0.0 062 F001600 0.0 062 G001600 0.0 062 H001600 0.0 062 I001600 0.0 062 J001600 0.0 062 K001600 0.0 062 L001600 0.0 062 M001600 0.0 062 N001600 0.0 062 O001600 0.0 062 P001600 0.0 062 Q001600 0.0 062 R001600 0.0 063 A001600 0 063 B001600 0.0 066 A001600 Y 066 B001600 N 066 C001600 N 066 D001600 N 066 E001600 N 066 F001600 N 066 G001600 Y 067 001600 Y 068 A001600 N 068 B001600 N 069 001600 N 070 A011600 Y 070 A021600 N 070 B011600 Y 070 B021600 N 070 C011600 Y 070 C021600 N 070 D011600 Y 070 D021600 N 070 E011600 Y 070 E021600 N 070 F011600 Y 070 F021600 N 070 G011600 Y 070 G021600 N 070 H011600 Y 070 H021600 N 070 I011600 Y PAGE 84 070 I021600 N 070 J011600 Y 070 J021600 Y 070 K011600 Y 070 K021600 Y 070 L011600 Y 070 L021600 Y 070 M011600 Y 070 M021600 N 070 N011600 Y 070 N021600 N 070 O011600 Y 070 O021600 N 070 P011600 Y 070 P021600 N 070 Q011600 Y 070 Q021600 N 070 R011600 Y 070 R021600 N 071 A001600 195758 071 B001600 246763 071 C001600 928009 071 D001600 21 072 A001600 5 072 B001600 9365 072 C001600 5211 072 D001600 0 072 E001600 37 072 F001600 2128 072 G001600 328 072 H001600 0 072 I001600 556 072 J001600 52 072 K001600 0 072 L001600 172 072 M001600 34 072 N001600 23 072 O001600 0 072 P001600 0 072 Q001600 0 072 R001600 13 072 S001600 12 072 T001600 1212 072 U001600 0 072 V001600 0 072 W001600 60 072 X001600 4590 072 Y001600 0 072 Z001600 10023 072AA001600 3037 072BB001600 0 PAGE 85 072CC011600 0 072CC021600 87976 072DD011600 11439 072DD021600 763 072EE001600 62602 073 A011600 0.0000 073 A021600 0.0000 073 B001600 0.9807 073 C001600 0.0000 074 A001600 96 074 B001600 0 074 C001600 11335 074 D001600 339673 074 E001600 0 074 F001600 503454 074 G001600 0 074 H001600 0 074 I001600 10936 074 J001600 7012 074 K001600 0 074 L001600 4182 074 M001600 108 074 N001600 876796 074 O001600 1179 074 P001600 904 074 Q001600 0 074 R011600 0 074 R021600 0 074 R031600 0 074 R041600 538 074 S001600 0 074 T001600 874175 074 U011600 60802 074 U021600 5520 074 V011600 0.00 074 V021600 0.00 074 W001600 0.0000 074 X001600 42464 074 Y001600 0 075 A001600 0 075 B001600 936899 076 001600 0.00 008 A001701 PHOENIX INVESTMENT COUNSEL, INC. 008 B001701 A 008 C001701 801-5995 008 D011701 HARTFORD 008 D021701 CT 008 D031701 06115 008 D041701 0480 008 A001702 HARRIS INVESTMENT MANAGEMENT, INC. 008 B001702 S PAGE 86 008 C001702 801-35533 008 D011702 CHICAGO 008 D021702 IL 008 D031702 60603 015 A001701 STATE STREET BANK AND TRUST COMPANY 015 B001701 C 015 C011701 BOSTON 015 C021701 MA 015 C031701 02206 015 C041701 5501 015 E011701 X 015 A001702 UBS AG 015 B001702 S 015 C011702 ZURICH 015 D011702 SWITZERLAND 015 D021702 8098 015 E041702 X 015 A001703 STATE STREET BANK AND TRUST COMPANY 015 B001703 S 015 C011703 EDINBURGH 015 D011703 SCOTLAND 015 D021703 EH5 2AW 015 E011703 X 015 A001704 THE HONGKONG AND SHANGHAI BANKING CORP., LTD. 015 B001704 S 015 C011704 SEOUL 015 D011704 KOREA 015 E041704 X 015 A001705 STANDARD CHARTERED BANK 015 B001705 S 015 C011705 MAKATI CITY 015 D011705 PHILIPPINES 015 E041705 X 015 A001706 SKANDINAVISKA ENSKILDA BANKEN AB 015 B001706 S 015 C011706 STOCKHOLM 015 D011706 SWEDEN 015 D021706 SE-106 40 015 E041706 X 015 A001707 DBS BANK LIMITED 015 B001707 S 015 C011707 SINGAPORE 015 D011707 SINGAPORE 015 D021707 239922 015 E041707 X 024 001700 Y 025 A001701 MERRILL LYNCH, PIERCE, FENNER & SMITH 025 B001701 13-5674085 025 C001701 E 025 D001701 330 025 A001702 MORGAN STANLEY PAGE 87 025 B001702 13-2655998 025 C001702 E 025 D001702 2846 025 A001703 STATE STREET BANK AND TRUST CO. 025 B001703 04-1867445 025 C001703 E 025 D001703 2923 025 A001704 GOLDMAN SACHS & CO. 025 B001704 13-5108880 025 C001704 E 025 D001704 2563 025 D001705 0 025 D001706 0 025 D001707 0 025 D001708 0 028 A011700 0 028 A021700 0 028 A031700 0 028 A041700 0 028 B011700 707 028 B021700 0 028 B031700 0 028 B041700 6504 028 C011700 665 028 C021700 0 028 C031700 0 028 C041700 8059 028 D011700 996 028 D021700 0 028 D031700 0 028 D041700 8192 028 E011700 573 028 E021700 0 028 E031700 0 028 E041700 4955 028 F011700 1135 028 F021700 0 028 F031700 0 028 F041700 5709 028 G011700 4077 028 G021700 0 028 G031700 0 028 G041700 33420 028 H001700 3658 029 001700 Y 030 A001700 72 030 B001700 5.75 030 C001700 0.00 031 A001700 13 031 B001700 0 032 001700 59 PAGE 88 033 001700 0 034 001700 Y 035 001700 7 036 A001700 N 036 B001700 0 042 A001700 0 042 B001700 0 042 C001700 14 042 D001700 86 042 E001700 0 042 F001700 0 042 G001700 0 042 H001700 0 043 001700 496 044 001700 0 045 001700 Y 046 001700 N 047 001700 Y 048 001700 0.000 048 A011700 1000000 048 A021700 0.700 048 B011700 1000000 048 B021700 0.650 048 C011700 0 048 C021700 0.000 048 D011700 0 048 D021700 0.000 048 E011700 0 048 E021700 0.000 048 F011700 0 048 F021700 0.000 048 G011700 0 048 G021700 0.000 048 H011700 0 048 H021700 0.000 048 I011700 0 048 I021700 0.000 048 J011700 0 048 J021700 0.000 048 K011700 2000000 048 K021700 0.600 049 001700 N 050 001700 N 051 001700 N 052 001700 N 053 A001700 N 055 A001700 N 055 B001700 N 056 001700 Y 057 001700 N 058 A001700 N PAGE 89 059 001700 Y 060 A001700 Y 060 B001700 Y 061 001700 25 062 A001700 N 062 B001700 0.0 062 C001700 0.0 062 D001700 0.0 062 E001700 0.0 062 F001700 0.0 062 G001700 0.0 062 H001700 0.0 062 I001700 0.0 062 J001700 0.0 062 K001700 0.0 062 L001700 0.0 062 M001700 0.0 062 N001700 0.0 062 O001700 0.0 062 P001700 0.0 062 Q001700 0.0 062 R001700 0.0 063 A001700 0 063 B001700 0.0 066 A001700 Y 066 B001700 N 066 C001700 N 066 D001700 Y 066 E001700 N 066 F001700 N 066 G001700 N 067 001700 N 068 A001700 N 068 B001700 N 069 001700 N 070 A011700 Y 070 A021700 N 070 B011700 Y 070 B021700 N 070 C011700 Y 070 C021700 N 070 D011700 Y 070 D021700 N 070 E011700 Y 070 E021700 N 070 F011700 Y 070 F021700 N 070 G011700 Y 070 G021700 N 070 H011700 Y 070 H021700 N PAGE 90 070 I011700 Y 070 I021700 N 070 J011700 Y 070 J021700 N 070 K011700 Y 070 K021700 N 070 L011700 Y 070 L021700 Y 070 M011700 Y 070 M021700 N 070 N011700 Y 070 N021700 N 070 O011700 Y 070 O021700 N 070 P011700 Y 070 P021700 N 070 Q011700 Y 070 Q021700 N 070 R011700 Y 070 R021700 N 071 A001700 144066 071 B001700 172691 071 C001700 440033 071 D001700 33 072 A001700 5 072 B001700 78 072 C001700 1514 072 D001700 0 072 E001700 183 072 F001700 1277 072 G001700 157 072 H001700 0 072 I001700 510 072 J001700 24 072 K001700 0 072 L001700 99 072 M001700 17 072 N001700 24 072 O001700 0 072 P001700 0 072 Q001700 0 072 R001700 13 072 S001700 5 072 T001700 497 072 U001700 0 072 V001700 0 072 W001700 23 072 X001700 2646 072 Y001700 0 072 Z001700 -871 072AA001700 0 PAGE 91 072BB001700 4919 072CC011700 0 072CC021700 80863 072DD011700 0 072DD021700 0 072EE001700 0 073 A011700 0.0000 073 A021700 0.0000 073 B001700 0.0000 073 C001700 0.0000 074 A001700 4 074 B001700 0 074 C001700 4769 074 D001700 0 074 E001700 0 074 F001700 388850 074 G001700 0 074 H001700 0 074 I001700 0 074 J001700 0 074 K001700 0 074 L001700 336 074 M001700 62 074 N001700 394021 074 O001700 0 074 P001700 506 074 Q001700 0 074 R011700 0 074 R021700 0 074 R031700 0 074 R041700 371 074 S001700 0 074 T001700 393144 074 U011700 25461 074 U021700 796 074 V011700 0.00 074 V021700 0.00 074 W001700 0.0000 074 X001700 41172 074 Y001700 0 075 A001700 0 075 B001700 443372 076 001700 0.00 SIGNATURE PATRICK BRADLEY TITLE CFO & TREASURER EX-99.77B ACCT LTTR 2 pxet77b.txt PricewaterhouseCoopers LLP 125 High Street Boston, MA 02110-1707 Telephone (617) 530 5000 Facsimile (617) 530 5001 www.pwc.com Report of Independent Registered Public Accounting Firm To the Board of Trustees and Shareholders of The Phoenix Equity Trust In planning and performing our audit of the financial statements of Phoenix All-Cap Growth Fund, Phoenix Balanced Fund, Phoenix Capital Growth Fund, Phoenix Growth & Income Fund, Phoenix Growth Opportunities Fund, Phoenix Income & Growth Fund, Phoenix Mid-Cap Growth Fund, Phoenix Mid-Cap Value Fund, Phoenix Value Opportunities Fund, Phoenix Strategic Growth Fund, Phoenix Quality Small-Cap Fund, Phoenix Small-Cap Growth Fund, Phoenix Small-Cap Sustainable Growth Fund, Phoenix Small Cap Value Fund and Phoenix Small-Mid Cap Fund (constituting The Phoenix Equity Trust, hereafter referred to as the "Trust") as of and for the year ended March 31, 2008, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Trust's internal control over financial reporting, including control activities for safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Trust's internal control over financial reporting. The management of the Trust is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A Trust's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Trust's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Trust; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Trust are being made only in accordance with authorizations of management and Trustees of the Trust; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a Trust's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Trust's annual or interim financial statements will not be prevented or detected on a timely basis. Our consideration of the Trust's internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be significant deficiencies or material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Trust's internal control over financial reporting and its operation, including controls for safeguarding securities, that we consider to be a material weakness as defined above as of March 31, 2008. This report is intended solely for the information and use of management and the Board of Trustees of The Phoenix Equity Trust and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties PricewaterhouseCoopers LLP May 19, 2008 EX-99.77M MERGERS 3 pxet77m.txt SUB-ITEM 77M: Mergers (a) Phoenix All-Cap Growth Fund, formerly a series of Phoenix Investment Trust 06; Phoenix Balanced Fund, formerly a series of Phoenix Series Fund; Phoenix Capital Growth Fund, formerly a series of Phoenix Series Fund; Phoenix Growth & Income Fund, formerly a series of Phoenix Equity Series Fund; Phoenix Growth Opportunities Fund, formerly a series of Phoenix Opportunities Trust; Phoenix Income & Growth Fund, formerly a series of Phoenix Investment Series Fund; Phoenix Mid-Cap Growth Fund, formerly a series of Phoenix Series Fund; Phoenix Quality Small- Cap Fund, formerly a series of Phoenix Investment Trust 97; Phoenix Small-Cap Growth Fund, formerly a series of Phoenix Investment Trust 06; Phoenix Small-Cap Sustainable Growth Fund, formerly a series of Phoenix Investment Trust 97; Phoenix Small- Cap Value Fund, formerly a series of Phoenix Investment Trust 97; Phoenix Small-Mid Cap Fund, formerly a series of Phoenix Asset Trust and Phoenix Strategic Growth Fund, formerly a series of Phoenix Strategic Equity Series Fund. (b) On November 15, 2007, the Board of Trustees approved a tax- free reorganization of each of the above-referenced funds into an identical counterpart fund having the same name in Phoenix Equity Trust. The reorganizations occurred on March 10, 2008. These reorganizations were conducted in order to consolidate the number of trusts within the Phoenix Funds family. EX-99.77Q1 OTHR EXHB 4 pxet77q11.txt 77Q1(e)(1) - Third Amendment to the Amended and Restated Investment Advisory Agreement between Phoenix Equity Trust and Phoenix Investment Counsel, Inc., dated July 13, 2007, filed via EDGAR herewith. 77Q1(e)(2) - Fourth Amendment to the Amended and Restated Investment Advisory Agreement between Phoenix Equity Trust and Phoenix Investment Counsel, Inc., dated March 10, 2008, filed via EDGAR herewith. 77Q1(e)(3) - Subadvisory Agreement between Phoenix Investment Counsel, Inc. and Engemann Asset Management, Inc., on behalf of Phoenix All-Cap Growth Fund and Phoenix Small-Cap Growth Fund, dated March 10, 2008, filed via EDGAR herewith. 77Q1(e)(4) - Subadvisory Agreement between Phoenix Investment Counsel, Inc. and Euclid Advisors, LLC, on behalf of Phoenix Small-Cap Value Fund, dated March 10, 2008, filed via EDGAR herewith. 77Q1(e)(5) - Subadvisory Agreement between Phoenix Investment Counsel, Inc. and Goodwin Capital Advisers, Inc. ("Goodwin"), on behalf of Phoenix Balanced Fund and Phoenix Income & Growth Fund, dated March 10, 2008, filed via EDGAR herewith. 77Q1(e)(6) - Subadvisory Agreement between Phoenix Investment Counsel, Inc. and Harris Investment Management, Inc. ("Harris"), on behalf of Phoenix Capital Growth Fund and Phoenix Mid-Cap Growth Fund, dated March 10, 2008, filed via EDGAR herewith. 77Q1(e)(7) - Subadvisory Agreement between Phoenix Investment Counsel, Inc. and Kayne Anderson Rudnick Investment Management, LLC ("Kayne"), on behalf of Phoenix Quality Small-Cap Fund, Phoenix Small-Cap Sustainable Growth Fund and Phoenix Small-Mid Cap Fund, dated March 10, 2008, filed via EDGAR herewith. 77Q1(e)(8) - Subadvisory Agreement between Phoenix Investment Counsel, Inc. and SCM Advisors, LLC ("SCM"), on behalf of Phoenix Strategic Growth Fund, dated March 10, 2008, filed via EDGAR herewith. 77Q1(e)(9) - Subadvisory Agreement between Phoenix Investment Counsel, Inc. and Turner Investment Partners, Inc., on behalf of Phoenix Growth Opportunities Fund, dated March 10, 2008, filed via EDGAR herewith. EX-99.77Q1 OTHR EXHB 5 pxet77q12.txt THIRD AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT THIS AMENDMENT effective as of the 13th day of July, 2007 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, that First Amendment dated as of October 21, 2004 and that Second Amendment dated as of July 29, 2005 (the "Agreement") by and between Phoenix Equity Trust, a Delaware statutory trust (the "Trust") and Phoenix Investment Counsel, Inc., a Massachusetts corporation (the "Adviser") as follows: 1. The name of the series Phoenix Pathfinder Fund has been changed to Phoenix Value Opportunities Fund. 2. All references to the series Phoenix Relative Value Fund and Phoenix Total Value Fund are hereby deleted. 3. Schedule A to the Agreement is hereby deleted in its entirety and Schedule A attached hereto substituted in its place. 4. Except as expressly amended hereby, all provisions of the Agreement shall remain in full force and effect and are unchanged in all other respects. All initial capitalized terms used herein shall have such meanings as ascribed thereto in the Agreement, as amended. All terms and phrases in quotations shall have such meaning as ascribed thereto in the Investment Company Act of 1940, as amended. 5. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original and, all of which, when taken together, shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto intending to be legally bound have caused this Agreement to be executed by their duly authorized officers of other representatives. PHOENIX INVESTMENT COUNSEL, INC. By: /s/ John H. Beers Name: John H. Beers Title: Vice President and Clerk PHOENIX EQUITY TRUST By: /s/ Francis G. Waltman Name: Francis G. Waltman Title: Senior Vice President SCHEDULE A Designated Series Investment Advisory Fee Phoenix Mid-Cap Value Fund 0.75% $1+ Billion 1st $1 through $2+ Billion $2 Billion Billion Phoenix Value Opportunities Fund 0.75% 0.70% 0.65% Phoenix Worldwide Strategies Fund 0.85% 0.80% 0.75% EX-99.77Q1 OTHR EXHB 6 pxet77q13.txt FOURTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT THIS AMENDMENT effective as of the 10th day of March, 2008 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, that First Amendment dated as of October 21, 2004, that Second Amendment dated as of July 29, 2005 and that Third Amendment dated July 13, 2007 (the "Agreement") by and between Phoenix Equity Trust, a Delaware statutory trust (the "Trust") and Phoenix Investment Counsel, Inc., a Massachusetts corporation (the "Adviser") as follows: 1. Phoenix All-Cap Growth Fund, Phoenix Balanced Fund, Phoenix Capital Growth Fund, Phoenix Growth & Income Fund, Phoenix Growth Opportunities Fund, Phoenix Income & Growth Fund, Phoenix Mid-Cap Growth Fund, Phoenix Quality Small-Cap Fund, Phoenix Small-Cap Growth Fund, Phoenix Small-Cap Sustainable Growth Fund, Phoenix Small-Cap Value Fund, Phoenix Small-Mid Cap Fund and Phoenix Strategic Growth Fund have been added as additional series to the Agreement. 2. All references to the series Phoenix Worldwide Strategies Fund are hereby deleted. 3. Schedule A to the Agreement is hereby deleted in its entirety and Schedule A attached hereto substituted in its place. 4. Except as expressly amended hereby, all provisions of the Agreement shall remain in full force and effect and are unchanged in all other respects. All initial capitalized terms used herein shall have such meanings as ascribed thereto in the Agreement, as amended. All terms and phrases in quotations shall have such meaning as ascribed thereto in the Investment Company Act of 1940, as amended. 5. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original and, all of which, when taken together, shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto intending to be legally bound have caused this Agreement to be executed by their duly authorized officers of other representatives. PHOENIX INVESTMENT COUNSEL, INC. By: /s/ John H. Beers Name: John H. Beers Title: Vice President and Clerk PHOENIX EQUITY TRUST By: /s/ George R. Aylward Name: George R. Aylward Title: President [Page Break] SCHEDULE A Designated Series Investment Advisory Fee Phoenix Mid-Cap Value Fund 0.75% Phoenix Small-Mid Cap Fund 0.85% $1+ Billion through 1st $1 $2 $2+ Billion Billion Billion Phoenix Balanced Fund 0.55% 0.50% 0.45% Phoenix Capital Growth Fund 0.70% 0.65% 0.60% Phoenix Growth & Income Fund 0.75% 0.70% 0.65% Phoenix Growth Opportunities Fund 0.75% 0.70% 0.65% Phoenix Income & Growth Fund 0.70% 0.65% 0.60% Phoenix Small-Cap Value Fund 0.90% 0.85% 0.80% Phoenix Strategic Growth Fund 0.70% 0.65% 0.60% Phoenix Value Opportunities Fund 0.75% 0.70% 0.65% $400+ Million 1st $400 through $1+ Million $1 Billion Billion Phoenix Quality Small-Cap Fund 0.90% 0.85% 0.80% Phoenix Small-Cap Sustainable Growth Fund 0.90% 0.85% 0.80% Next Over 1st $50 $450 $500 Million Million Million Phoenix All-Cap Growth Fund 0.90% 0.80% 0.70% Phoenix Small-Cap Growth Fund 1.00% 0.90% 0.80% 1st $500 Million Over $500 Million Phoenix Mid-Cap Growth Fund 0.80% 0.70% EX-99.77Q1 OTHR EXHB 7 pxet77q14.txt PHOENIX EQUITY TRUST Phoenix All-Cap Growth Fund Phoenix Small-Cap Growth Fund SUBADVISORY AGREEMENT March 10, 2008 Engemann Asset Management 600 North Rosemead Boulevard Pasadena, CA 91107-2101 RE: Subadvisory Agreement Ladies and Gentlemen: Phoenix Equity Trust (the "Fund") is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the "Act"), and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series, including the Phoenix All-Cap Growth Fund and Phoenix Small-Cap Growth Fund (collectively, sometimes hereafter referred to as the "Series"). Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series. 1. Employment as a Subadviser. The Adviser, being duly authorized, hereby employs Engemann Asset Management (the "Subadviser") as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Advisers as set forth on Schedule F attached hereto (the "Designated Series") on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner in the Subadviser's performance hereunder. 2. Acceptance of Employment; Standard of Performance. The Subadviser accepts its employment as a discretionary series adviser of the Designated Series and agrees to use its best professional judgment to make investment decisions for the Designated Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof. 3. Services of Subadviser. In providing management services to the Designated Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Designated Series and as set forth in the Fund's then current prospectus ("Prospectus") and statement of additional information ("Statement of Additional Information") filed with the Securities and Exchange Commission (the "SEC") as part of the Fund's Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees of the Fund (the "Trustees"), and to instructions from the Adviser. The Subadviser shall not, without the Fund's prior written approval, effect any transactions that would cause the Designated Series at the time of the transaction to be out of compliance with any of such restrictions or policies. 4. Transaction Procedures. All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian. 5. Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a "best execution" market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities at the average execution price. If less than the total of the aggregated orders is executed, purchased securities or proceeds shall generally be allocated pro rata among the participating portfolios in proportion to their planned participation in the aggregated orders. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is an "affiliated person" (as defined in the Act) of the Fund, the Subadviser or the Adviser without the prior written approval of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are "affiliated persons" of the Fund or the Adviser. 6. Proxies. A. The Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets of the Designated Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Designated Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Designated Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Fund to file Form N-PX as required by Rule 30b1-4 under the Act. B. The Subadviser is authorized to deal with reorganizations and exchange offers with respect to securities held in the Series in such manner as the Subadviser deems advisable, unless the Fund or the Adviser otherwise specifically directs in writing. With the Adviser's approval, the Subadviser shall also have the authority to: (i) identify, evaluate and pursue legal claims, including commencing or defending suits, affecting the securities held at any time in the Series, including claims in bankruptcy, class action securities litigation and other litigation; (ii) participate in such litigation or related proceedings with respect to such securities as the Subadviser deems appropriate to preserve or enhance the value of the Series, including filing proofs of claim and related documents and serving as "lead plaintiff" in class action lawsuits; (iii) exercise generally any of the powers of an owner with respect to the supervision and management of such rights or claims, including the settlement, compromise or submission to arbitration of any claims, the exercise of which the Subadviser deems to be in the best interest of the Series or required by applicable law, including ERISA, and (iv) employ suitable agents, including legal counsel, and to pay their reasonable fees, expenses and related costs from the Series. 7. Prohibited Conduct. In providing the services described in this Agreement, the Subadviser's responsibility regarding investment advice hereunder is limited to the Designated Series, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Phoenix Investment Partners, Ltd. regarding transactions for the Fund in securities or other assets. The Fund shall provide the Subadviser with a list of investment companies sponsored by Phoenix Investment Partners, Ltd. and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party. 8. Information and Reports. A. The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser's management of the Designated Series that discrete portion of the assets the Series managed by the Subadviser during the most recently completed quarter which reports: (i) shall include Subadviser's representation that its performance of its investment management duties hereunder is in compliance with the Fund's investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum "good income" requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser's or the Subadviser's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC. 9. Fees for Services. The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser. 10. Limitation of Liability. The Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a material breach of the investment objectives, policies and restrictions applicable to the Designated Series as defined in the Prospectus and Statement of Additional Information and that such acts or omissions shall not have resulted from the Subadviser's willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder. 11. Confidentiality. Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Designated Series and the actions of the Subadviser and the Fund in respect thereof. Notwithstanding the foregoing, the Fund and the Adviser agree that the Subadviser may (i) disclose in marketing materials and similar communications that the Fund has engaged Subadviser pursuant to this Agreement, and (ii) include performance statistics regarding the Series in composite performance statistics regarding one or more groups of Subadviser's clients published or included in any of the foregoing communications, provided that the Subadviser does not identify any performance statistics as relating specifically to the Series. 12. Assignment. This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser. 13. Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Fund and the Adviser. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j- l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Fund could affect the Fund, by the Fund, of "federal securities laws" (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund. The Subadviser agrees to cooperate with periodic reviews by the Fund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Fund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "Phoenix Equity Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate. 14. Entire Agreement; Amendment. This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, E and F, is subject to the approval of the Trustees and the shareholders of the Fund as and to the extent required by the Act. 15. Effective Date; Term. This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until December 31, 2008. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof. 16. Termination. This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a material breach of any provision thereof by a party so notified, or otherwise upon thirty (30) days' written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties. 17. Applicable Law. To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware. 18. Severability. If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. 19. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party. (a) To Phoenix Investment Counsel, Inc. at: Phoenix Investment Counsel, Inc. 56 Prospect Street Hartford, CT 06115 Attn: John H. Beers, Vice President and Clerk Telephone: (860) 403-5050 Facsimile: (860) 403-7251 Email: john.beers@phoenixwm.com (b) To Engemann Asset Management at: Engemann Asset Management 600 North Rosemead Boulevard Pasadena, CA 91107 Attn: Yossi Lipsker Telephone: (626) 351-6316 Facsimile: (626) 351-3664 Email: ylipsker@eam.com 20. Certifications. The Subadviser hereby warrants and represents that it will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Sarbanes-Oxley Act of 2002 to the extent that such reporting and certifications relate to the Subadviser's duties and responsibilities under this Agreement. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E. 21. Indemnification. The Adviser agrees to indemnify and hold harmless the Subadviser and the Subadviser's directors, officers, employees and agents from and against any and all losses, liabilities, claims, damages, and expenses whatsoever, including reasonable attorneys' fees (collectively, "Losses"), arising out of or relating to (i) any breach by the Adviser of any provision of this Agreement; (ii) the negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Adviser; (iii) any violation by the Adviser of any law or regulation relating to its activities under this Agreement; and (iv) any dispute between the Adviser and any Fund shareholder, except to the extent that such Losses result from the gross negligence, willful misconduct, bad faith of the Subadviser or the Subadviser's reckless disregard of its obligations and duties hereunder. 22. Receipt of Disclosure Document. The Fund acknowledges receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser's Form ADV containing certain information concerning the Subadviser and the nature of its business. 23. Counterparts; Fax Signatures. This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures. [signature page follows] [Page Break] PHOENIX EQUITY TRUST By: /s/George R. Aylward Name: George R. Aylward Title: President PHOENIX INVESTMENT COUNSEL, INC. By: /s/John H. Beers Name: John H. Beers Title: Vice President and Clerk ACCEPTED: ENGEMANN ASSET MANAGEMENT By: /s/Yossi Lipsker Name: Yossi Lipsker Title: President SCHEDULES: A. Operational Procedures B. Record Keeping Requirements C. Fee Schedule D. Subadviser Functions E. Form of Sub-Certification F. Designated Series SCHEDULE A OPERATIONAL PROCEDURES In order to minimize operational problems, it will be necessary for a flow of information to be supplied by Subadviser to State Street and Bank Trust Company (the "Custodian") and PFPC, Inc., (the "Sub-Accounting Agent") for the Fund. The Subadviser must furnish the Custodian and the Sub-Accounting Agent with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5 p.m. (Eastern Standard time) on the day of the trade each day the Fund is open for business. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser's failure to comply.) The necessary information can be sent via facsimile machine to the Custodian and the Sub- Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following: 1. Purchase or sale; 2. Security name; 3. CUSIP number, ISIN or Sedols (as applicable); 4. Number of shares and sales price per share or aggregate principal amount; 5. Executing broker; 6. Settlement agent; 7. Trade date; 8. Settlement date; 9. Aggregate commission or if a net trade; 10. Interest purchased or sold from interest bearing security; 11. Other fees; 12. Net proceeds of the transaction; 13. Exchange where trade was executed; 14. Identified tax lot (if applicable); and 15. Trade commission reason: best execution, soft dollar or research. When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be maintained in the name of the Fund. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection. This will normally be done by email or, if email is unavailable, by another form of immediate written communication, so that the Subadviser will know the amount available for investment purposes. SCHEDULE B RECORDS TO BE MAINTAINED BY THE SUBADVISER 1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include: A. The name of the broker; B. The terms and conditions of the order and of any modifications or cancellations thereof; C. The time of entry or cancellation; D. The price at which executed; E. The time of receipt of a report of execution; and F. The name of the person who placed the order on behalf of the Fund. 2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record: A. Shall include the consideration given to: (i) The sale of shares of the Fund by brokers or dealers. (ii) The supplying of services or benefits by brokers or dealers to: (a) The Fund, (b) The Adviser, (c) The Subadviser, and (d) Any person other than the foregoing. (iii) Any other consideration other than the technical qualifications of the brokers and dealers as such. B. Shall show the nature of the services or benefits made available. C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation. D. The name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation. 3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.* 4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment Advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser's transactions for the Fund. 5. Records as necessary under Board approved Phoenix Funds' valuation policies and procedures. * Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review. [Page Break] SCHEDULE C SUBADVISORY FEE (a) For services provided to the Fund, the Adviser will pay to the Subadviser, on or before the 10th day of each month, a fee, payable in arrears, at the annual rate stated below. The fees shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset value of the Fund and each Designated Series shall be valued as set forth in the then current registration statement of the Fund. (b) The fee to be paid by the Subadviser is to be 50% of the gross management fee at each breakpoint as calculated based on the average daily net assets of each of Phoenix All-Cap Growth Fund and Phoenix Small-Cap Growth Fund. [Page Break] SCHEDULE D SUBADVISER FUNCTIONS With respect to managing the investment and reinvestment of the Designated Series' assets, the Subadviser shall provide, at its own expense: (a) An investment program for the Designated Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser in paragraph 3 of this Subadvisory Agreement; (b) Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund's code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Designated Series assets in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Designated Series and governing laws; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered "illiquid" for the purposes of complying with the Designated Series' limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and vi) the implementation of the Designated Series' investment program, including, without limitation, analysis of Designated Series performance; (c) Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees; (d) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and (e) Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment Adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (f) Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings. SCHEDULE E FORM OF SUB-CERTIFICATION To: Re: Subadviser's Form N-CSR and Form N-Q Certification for the [Name of Designated Series]. From: [Name of Subadviser] Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR and Form N-Q. [Name of Designated Series]. In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented in the schedule of investments for the period ended [Date of Reporting Period] (the "Report") which forms part of the N-CSR or N-Q, as applicable, for the Fund. Schedule of Investments Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures. In addition, our organization has: a. Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual fund. b. Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective. c. In addition, to the best of my knowledge there has been no fraud, whether, or not material, that involves our organization's management or other employees who have a significant role in our organization's control and procedures as they relate to our duties as subadviser to the Designated Series. I have read the draft of the Report which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such draft of the Report does not, with respect to the Designated Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Report. I have disclosed, based on my most recent evaluation, to the Designated Series' Chief Accounting Officer: a. All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser's internal controls and procedures which could adversely affect the Registrant's ability to record, process, summarize and report financial data with respect to the Designated Series in a timely fashion; b. Any fraud, whether or not material, that involves the Subadviser's management or other employees who have a significant role in the Subadviser's internal controls and procedures for financial reporting. I certify that to the best of my knowledge: a. The Subadviser's Portfolio Manager(s) has/have complied with the restrictions and reporting requirements of the Code of Ethics (the "Code"). The term Portfolio Manager is as defined in the Code. b. The Subadviser has complied with the Prospectus and Statement of Additional Information of the Designated Series and the Policies and Procedures of the Designated Series as adopted by the Designated Series Board of Trustees. c. I have no knowledge of any compliance violations except as disclosed in writing to the Phoenix Compliance Department by me or by the Subadviser's compliance administrator. d. The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Designated Series as outlined above. This certification relates solely to the Designated Series named above and may not be relied upon by any other fund or entity. The Subadviser does not maintain the official books and records of the above Designated Series. The Subadviser's records are based on its own portfolio management system, a record-keeping system that is not intended to serve as the Designated Series official accounting system. The Subadviser is not responsible for the preparation of the Report. _______________________________ __________________________ [Name of Subadviser] Date [Name of Authorized Signer] [Title of Authorized Signer] SCHEDULE F DESIGNATED SERIES Phoenix All-Cap Growth Fund Phoenix Small-Cap Growth Fund EX-99.77Q1 OTHR EXHB 8 pxet77q15.txt PHOENIX EQUITY TRUST Phoenix Small-Cap Value Fund SUBADVISORY AGREEMENT March 10, 2008 Euclid Advisors LLC 900 Third Avenue New York, NY 10022 RE: Subadvisory Agreement Ladies and Gentlemen: Phoenix Equity Trust (the "Fund") is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the "Act"), and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series, including the Phoenix Small-Cap Value Fund (collectively, sometimes hereafter referred to as the "Series"). Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series. 1. Employment as a Subadviser. The Adviser, being duly authorized, hereby employs Euclid Advisors LLC (the "Subadviser") as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Advisers as set forth on Schedule F attached hereto (the "Designated Series") on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner in the Subadviser's performance hereunder. 2. Acceptance of Employment; Standard of Performance. The Subadviser accepts its employment as a discretionary series adviser of the Designated Series and agrees to use its best professional judgment to make investment decisions for the Designated Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof. 3. Services of Subadviser. In providing management services to the Designated Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Designated Series and as set forth in the Fund's then current prospectus ("Prospectus") and statement of additional information ("Statement of Additional Information") filed with the Securities and Exchange Commission (the "SEC") as part of the Fund's Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees of the Fund (the "Trustees"), and to instructions from the Adviser. The Subadviser shall not, without the Fund's prior written approval, effect any transactions that would cause the Designated Series at the time of the transaction to be out of compliance with any of such restrictions or policies. 4. Transaction Procedures. All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian. 5. Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a "best execution" market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities at the average execution price. If less than the total of the aggregated orders is executed, purchased securities or proceeds shall generally be allocated pro rata among the participating portfolios in proportion to their planned participation in the aggregated orders. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is an "affiliated person" (as defined in the Act) of the Fund, the Subadviser or the Adviser without the prior written approval of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are "affiliated persons" of the Fund or the Adviser. 6. Proxies. A. The Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets of the Designated Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser or its designee will, in compliance with the proxy voting procedures of the Designated Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Designated Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser or its designee all proxies upon receipt, so as to afford a reasonable amount of time in which to determine how to vote such proxies. The Subadviser or its designee shall provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Fund to file Form N- PX as required by Rule 30b1-4 under the Act. B. The Subadviser is authorized to deal with reorganizations and exchange offers with respect to securities held in the Series in such manner as the Subadviser deems advisable, unless the Fund or the Adviser otherwise specifically directs in writing. 7. Prohibited Conduct. In providing the services described in this Agreement, the Subadviser's responsibility regarding investment advice hereunder is limited to the Designated Series, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Phoenix Investment Partners, Ltd. regarding transactions for the Fund in securities or other assets. The Fund shall provide the Subadviser with a list of investment companies sponsored by Phoenix Investment Partners, Ltd. and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party. 8. Information and Reports. A. The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser's management of the Designated Series that discrete portion of the assets the Series managed by the Subadviser during the most recently completed quarter which reports: (i) shall include Subadviser's representation that its performance of its investment management duties hereunder is in compliance with the Fund's investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum "good income" requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser's or the Subadviser's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC. 9. Fees for Services. The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser. 10. Limitation of Liability. The Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a material breach of the investment objectives, policies and restrictions applicable to the Designated Series as defined in the Prospectus and Statement of Additional Information and that such acts or omissions shall not have resulted from the Subadviser's willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder. 11. Confidentiality. Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Designated Series and the actions of the Subadviser and the Fund in respect thereof. Notwithstanding the foregoing, the Fund and the Adviser agree that the Subadviser may (i) disclose in marketing materials and similar communications that the Fund has engaged Subadviser pursuant to this Agreement, and (ii) include performance statistics regarding the Series in composite performance statistics regarding one or more groups of Subadviser's clients published or included in any of the foregoing communications, provided that the Subadviser does not identify any performance statistics as relating specifically to the Series. 12. Assignment. This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser. 13. Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Fund and the Adviser. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j- l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Fund could affect the Fund, by the Fund, of "federal securities laws" (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund. The Subadviser agrees to cooperate with periodic reviews by the Fund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Fund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "Phoenix Equity Trust " refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate. 14. Entire Agreement; Amendment. This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, E and F, is subject to the approval of the Trustees and the shareholders of the Fund as and to the extent required by the Act. 15. Effective Date; Term. This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until December 31, 2008. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof. 16. Termination. This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a material breach of any provision thereof by a party so notified, or otherwise upon thirty (30) days' written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties. 17. Applicable Law. To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware. 18. Severability. If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. 19. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party. (a) To Phoenix Investment Counsel, Inc. at: Phoenix Investment Counsel, Inc. 56 Prospect Street Hartford, CT 06115 Attn: John H. Beers, Vice President and Clerk Telephone: (860) 403-5050 Facsimile: (860) 403-7251 Email: john.beers@phoenixwm.com (b) To Euclid Advisors LLC at: Euclid Advisors LLC 900 Third Avenue New York, NY 10022 Attn: Marc Baltuch, Chief Compliance Officer Telephone: (212) 451-1173 Facsimile: (212) 451-1415 Email: mbaltuch@zweig.com 20. Certifications. The Subadviser hereby warrants and represents that it will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Sarbanes-Oxley Act of 2002 to the extent that such reporting and certifications relate to the Subadviser's duties and responsibilities under this Agreement. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E. 21. Indemnification. The Adviser agrees to indemnify and hold harmless the Subadviser and the Subadviser's directors, officers, employees and agents from and against any and all losses, liabilities, claims, damages, and expenses whatsoever, including reasonable attorneys' fees (collectively, "Losses"), arising out of or relating to (i) any breach by the Adviser of any provision of this Agreement; (ii) the negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Adviser; (iii) any violation by the Adviser of any law or regulation relating to its activities under this Agreement; and (iv) any dispute between the Adviser and any Fund shareholder, except to the extent that such Losses result from the gross negligence, willful misconduct, bad faith of the Subadviser or the Subadviser's reckless disregard of its obligations and duties hereunder. 22. Receipt of Disclosure Document. The Fund acknowledges receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser's Form ADV containing certain information concerning the Subadviser and the nature of its business. 23. Counterparts; Fax Signatures. This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures. [signature page follows] PHOENIX EQUITY TRUST By: /s/ George R. Aylward Name: George R. Aylward Title: President PHOENIX INVESTMENT COUNSEL, INC. By: /s/ John H. Beers Name: John H. Beers Title: Vice President and Clerk ACCEPTED: Euclid Advisors LLC By: /s/ George R. Aylward Name: George R. Aylward Title: President SCHEDULES: A. Operational Procedures B. Record Keeping Requirements C. Fee Schedule D. Subadviser Functions E. Form of Sub-Certification F. Designated Series [Page Break] SCHEDULE A OPERATIONAL PROCEDURES In order to minimize operational problems, it will be necessary for a flow of information to be supplied by Subadviser to State Street and Bank Trust Company (the "Custodian") and PFPC, Inc., (the "Sub-Accounting Agent") for the Fund. The Subadviser must furnish the Custodian and the Sub-Accounting Agent with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5 p.m. (Eastern Standard time) on the day of the trade each day the Fund is open for business. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser's failure to comply.) The necessary information can be sent via facsimile machine to the Custodian and the Sub- Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following: 1. Purchase or sale; 2. Security name; 3. CUSIP number, ISIN or Sedols (as applicable); 4. Number of shares and sales price per share or aggregate principal amount; 5. Executing broker; 6. Settlement agent; 7. Trade date; 8. Settlement date; 9. Aggregate commission or if a net trade; 10. Interest purchased or sold from interest bearing security; 11. Other fees; 12. Net proceeds of the transaction; 13. Exchange where trade was executed; 14. Identified tax lot (if applicable); and 15. Trade commission reason: best execution, soft dollar or research. When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be maintained in the name of the Fund. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection. This will normally be done by email or, if email is unavailable, by another form of immediate written communication, so that the Subadviser will know the amount available for investment purposes. [Page Break] SCHEDULE B RECORDS TO BE MAINTAINED BY THE SUBADVISER 1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include: A. The name of the broker; B. The terms and conditions of the order and of any modifications or cancellations thereof; C. The time of entry or cancellation; D. The price at which executed; E. The time of receipt of a report of execution; and F. The name of the person who placed the order on behalf of the Fund. 2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record: A. Shall include the consideration given to: (i) The sale of shares of the Fund by brokers or dealers. (ii) The supplying of services or benefits by brokers or dealers to: (a) The Fund, (b) The Adviser, (c) The Subadviser, and (d) Any person other than the foregoing. (iii) Any other consideration other than the technical qualifications of the brokers and dealers as such. B. Shall show the nature of the services or benefits made available. C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation. D. The name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation. 3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.* 4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment Advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser's transactions for the Fund. 5. Records as necessary under Board approved Phoenix Funds' valuation policies and procedures. * Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review. SCHEDULE C SUBADVISORY FEE For services provided to the Fund pursuant to paragraph 3 hereof, the Advisor will pay to the Subadviser a fee, payable in arrears, at the following annual rates: 0.10% on the first $166 million of average net assets; and 0.40% on next average net assets in excess of $166 million. The fees shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset value of the Fund shall be valued as set forth in the then current registration statement of the Fund. [Page Break] SCHEDULE D SUBADVISER FUNCTIONS With respect to managing the investment and reinvestment of the Designated Series' assets, the Subadviser shall provide, at its own expense: (a) An investment program for the Designated Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser in paragraph 3 of this Subadvisory Agreement; (b) Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund's code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Designated Series assets in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Designated Series and governing laws; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered "illiquid" for the purposes of complying with the Designated Series' limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and vi) the implementation of the Designated Series' investment program, including, without limitation, analysis of Designated Series performance; (c) Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees; (d) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and (e) Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment Adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (f) Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings. [Page Break] SCHEDULE E FORM OF SUB-CERTIFICATION To: Re: Subadviser's Form N-CSR and Form N-Q Certification for the [Name of Designated Series]. From: [Name of Subadviser] Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR and Form N-Q. [Name of Designated Series]. In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented in the schedule of investments for the period ended [Date of Reporting Period] (the "Report") which forms part of the N-CSR or N-Q, as applicable, for the Fund. Schedule of Investments Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures. In addition, our organization has: a. Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual fund. b. Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective. c. In addition, to the best of my knowledge there has been no fraud, whether, or not material, that involves our organization's management or other employees who have a significant role in our organization's control and procedures as they relate to our duties as subadviser to the Designated Series. I have read the draft of the Report which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such draft of the Report does not, with respect to the Designated Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Report. I have disclosed, based on my most recent evaluation, to the Designated Series' Chief Accounting Officer: a. All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser's internal controls and procedures which could adversely affect the Registrant's ability to record, process, summarize and report financial data with respect to the Designated Series in a timely fashion; b. Any fraud, whether or not material, that involves the Subadviser's management or other employees who have a significant role in the Subadviser's internal controls and procedures for financial reporting. I certify that to the best of my knowledge: a. The Subadviser's Portfolio Manager(s) has/have complied with the restrictions and reporting requirements of the Code of Ethics (the "Code"). The term Portfolio Manager is as defined in the Code. b. The Subadviser has complied with the Prospectus and Statement of Additional Information of the Designated Series and the Policies and Procedures of the Designated Series as adopted by the Designated Series Board of Trustees. c. I have no knowledge of any compliance violations except as disclosed in writing to the Phoenix Compliance Department by me or by the Subadviser's compliance administrator. d. The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Designated Series as outlined above. This certification relates solely to the Designated Series named above and may not be relied upon by any other fund or entity. The Subadviser does not maintain the official books and records of the above Designated Series. The Subadviser's records are based on its own portfolio management system, a record-keeping system that is not intended to serve as the Designated Series official accounting system. The Subadviser is not responsible for the preparation of the Report. _______________________________ __________________________ [Name of Subadviser] Date [Name of Authorized Signer] [Title of Authorized Signer] [Page Break] SCHEDULE F DESIGNATED SERIES Phoenix Small-Cap Value Fund EX-99.77Q1 OTHR EXHB 9 pxet77q16.txt PHOENIX EQUITY TRUST Phoenix Balanced Fund Phoenix Income & Growth Fund SUBADVISORY AGREEMENT March 10, 2008 Goodwin Capital Advisers, Inc. 56 Prospect Street Hartford, CT 06115 RE: Subadvisory Agreement Ladies and Gentlemen: Phoenix Equity Trust (the "Fund") is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the "Act"), and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series, including the Phoenix Balanced Fund and Phoenix Income & Growth Fund (collectively, sometimes hereafter referred to as the "Series"). Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series. 1. Employment as a Subadviser. The Adviser, being duly authorized, hereby employs Goodwin Capital Advisers, Inc. (the "Subadviser") as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Adviser as set forth on Schedule F attached hereto (the "Designated Series") on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner in the Subadviser's performance hereunder. 2. Acceptance of Employment; Standard of Performance. The Subadviser accepts its employment as a discretionary series adviser of the Designated Series and agrees to use its best professional judgment to make investment decisions for the Designated Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof. 3. Services of Subadviser. In providing management services to the Designated Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Designated Series and as set forth in the Fund's then current prospectus ("Prospectus") and statement of additional information ("Statement of Additional Information") filed with the Securities and Exchange Commission (the "SEC") as part of the Fund's Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees of the Fund (the "Trustees"), and to instructions from the Adviser. The Subadviser shall not, without the Fund's prior written approval, effect any transactions that would cause the Designated Series at the time of the transaction to be out of compliance with any of such restrictions or policies. 4. Transaction Procedures. All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian. 5. Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a "best execution" market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities at the average execution price. If less than the total of the aggregated orders is executed, purchased securities or proceeds shall generally be allocated pro rata among the participating portfolios in proportion to their planned participation in the aggregated orders. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is an "affiliated person" (as defined in the Act) of the Fund, the Subadviser or the Adviser without the prior written approval of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are "affiliated persons" of the Fund or the Adviser. 6. Proxies. A. The Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets of the Designated Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Designated Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Designated Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Fund to file Form N-PX as required by Rule 30b1-4 under the Act. B. The Subadviser is authorized to deal with reorganizations and exchange offers with respect to securities held in the Series in such manner as the Subadviser deems advisable, unless the Fund or the Adviser otherwise specifically directs in writing. With the Adviser's approval, the Subadviser shall also have the authority to: (i) identify, evaluate and pursue legal claims, including commencing or defending suits, affecting the securities held at any time in the Series, including claims in bankruptcy, class action securities litigation and other litigation; (ii) participate in such litigation or related proceedings with respect to such securities as the Subadviser deems appropriate to preserve or enhance the value of the Series, including filing proofs of claim and related documents and serving as "lead plaintiff" in class action lawsuits; (iii) exercise generally any of the powers of an owner with respect to the supervision and management of such rights or claims, including the settlement, compromise or submission to arbitration of any claims, the exercise of which the Subadviser deems to be in the best interest of the Series or required by applicable law, including ERISA, and (iv) employ suitable agents, including legal counsel, and to pay their reasonable fees, expenses and related costs from the Series. 7. Prohibited Conduct. In providing the services described in this Agreement, the Subadviser's responsibility regarding investment advice hereunder is limited to the Designated Series, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Phoenix Investment Partners, Ltd. regarding transactions for the Fund in securities or other assets. The Fund shall provide the Subadviser with a list of investment companies sponsored by Phoenix Investment Partners, Ltd. and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party. 8. Information and Reports. A. The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser's management of the Designated Series that discrete portion of the assets the Series managed by the Subadviser during the most recently completed quarter which reports: (i) shall include Subadviser's representation that its performance of its investment management duties hereunder is in compliance with the Fund's investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum "good income" requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser's or the Subadviser's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC. 9. Fees for Services. The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser. 10. Limitation of Liability. The Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a material breach of the investment objectives, policies and restrictions applicable to the Designated Series as defined in the Prospectus and Statement of Additional Information and that such acts or omissions shall not have resulted from the Subadviser's willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder. 11. Confidentiality. Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Designated Series and the actions of the Subadviser and the Fund in respect thereof. Notwithstanding the foregoing, the Fund and the Adviser agree that the Subadviser may (i) disclose in marketing materials and similar communications that the Fund has engaged Subadviser pursuant to this Agreement, and (ii) include performance statistics regarding the Series in composite performance statistics regarding one or more groups of Subadviser's clients published or included in any of the foregoing communications, provided that the Subadviser does not identify any performance statistics as relating specifically to the Series. 12. Assignment. This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser. 13. Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Fund and the Adviser. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j- l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Fund could affect the Fund, by the Fund, of "federal securities laws" (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund. The Subadviser agrees to cooperate with periodic reviews by the Fund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Fund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "Phoenix Equity Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate. 14. Entire Agreement; Amendment. This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, E and F, is subject to the approval of the Trustees and the shareholders of the Fund as and to the extent required by the Act. 15. Effective Date; Term. This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until December 31, 2008. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof. 16. Termination. This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a material breach of any provision thereof by a party so notified, or otherwise upon thirty (30) days' written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties. 17. Applicable Law. To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware. 18. Severability. If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. 19. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party. (a) To Phoenix at: Phoenix Investment Counsel, Inc. 56 Prospect Street Hartford, CT 06115 Attn: John H. Beers, Vice President and Clerk Telephone: (860) 403-5050 Facsimile: (860) 403-7251 Email: john.beers@phoenixwm.com ( b) To Goodwin at: Goodwin Capital Advisers, Inc. 56 Prospect Street Hartford, CT 06115 Attn: John H. Beers, Vice President and Secretary Telephone: (860) 403-5050 Facsimile: (860) 403-7251 Email: john.beers@phoenixwm.com 20. Certifications. The Subadviser hereby warrants and represents that it will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Sarbanes-Oxley Act of 2002 to the extent that such reporting and certifications relate to the Subadviser's duties and responsibilities under this Agreement. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E. 21. Indemnification. The Adviser agrees to indemnify and hold harmless the Subadviser and the Subadviser's directors, officers, employees and agents from and against any and all losses, liabilities, claims, damages, and expenses whatsoever, including reasonable attorneys' fees (collectively, "Losses"), arising out of or relating to (i) any breach by the Adviser of any provision of this Agreement; (ii) the negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Adviser; (iii) any violation by the Adviser of any law or regulation relating to its activities under this Agreement; and (iv) any dispute between the Adviser and any Fund shareholder, except to the extent that such Losses result from the gross negligence, willful misconduct, bad faith of the Subadviser or the Subadviser's reckless disregard of its obligations and duties hereunder. 22. Receipt of Disclosure Document. The Fund acknowledges receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser's Form ADV containing certain information concerning the Subadviser and the nature of its business. 23. Counterparts; Fax Signatures. This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures. [signature page follows] PHOENIX EQUITY TRUST By:/s/ George R. Aylward Name: George R. Aylward Title: President PHOENIX INVESTMENT COUNSEL, INC. By:/s/ John H. Beers Name: John H. Beers Title: Vice President and Clerk ACCEPTED: GOODWIN CAPITAL ADVISERS, INC. By:/s/ John H. Beers Name: John H. Beers Title: Vice President and Secretary SCHEDULES: A. Operational Procedures B. Record Keeping Requirements C. Fee Schedule D. Subadviser Functions E. Form of Sub-Certification F. Designated Series SCHEDULE A OPERATIONAL PROCEDURES In order to minimize operational problems, it will be necessary for a flow of information to be supplied by Subadviser to State Street Bank and Trust Company (the "Custodian") and PFPC, Inc., (the "Sub-Accounting Agent") for the Fund. The Subadviser must furnish the Custodian and the Sub-Accounting Agent with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5 p.m. (Eastern Standard time) on the day of the trade each day the Fund is open for business. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser's failure to comply.) The necessary information can be sent via facsimile machine to the Custodian and the Sub- Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following: 1. Purchase or sale; 2. Security name; 3. CUSIP number, ISIN or Sedols (as applicable); 4. Number of shares and sales price per share or aggregate principal amount; 5. Executing broker; 6. Settlement agent; 7. Trade date; 8. Settlement date; 9. Aggregate commission or if a net trade; 10. Interest purchased or sold from interest bearing security; 11. Other fees; 12. Net proceeds of the transaction; 13. Exchange where trade was executed; 14. Identified tax lot (if applicable); and 15. Trade commission reason: best execution, soft dollar or research. When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be maintained in the name of the Fund. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection. This will normally be done by email or, if email is unavailable, by another form of immediate written communication, so that the Subadviser will know the amount available for investment purposes. SCHEDULE B RECORDS TO BE MAINTAINED BY THE SUBADVISER 1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include: A. The name of the broker; B. The terms and conditions of the order and of any modifications or cancellations thereof; C. The time of entry or cancellation; D. The price at which executed; E. The time of receipt of a report of execution; and F. The name of the person who placed the order on behalf of the Fund. 2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record: A. Shall include the consideration given to: (i) The sale of shares of the Fund by brokers or dealers. (ii) The supplying of services or benefits by brokers or dealers to: (a) The Fund, (b) The Adviser, (c) The Subadviser, and (d) Any person other than the foregoing. (iii) Any other consideration other than the technical qualifications of the brokers and dealers as such. B. Shall show the nature of the services or benefits made available. C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation. D. The name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation. 3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.* 4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment Advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser's transactions for the Fund. 5. Records as necessary under Board approved Phoenix Funds' valuation policies and procedures. * Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review. [Page Break] SCHEDULE C SUBADVISORY FEE (a) For services provided to the Fund, the Adviser will pay to the Subadviser a fee, payable in arrears, at the annual rate stated below. The fees shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset value of the Fund and each Designated Series shall be valued as set forth in the then current registration statement of the Fund. (b) The fee to be paid to the Subadviser for each of Phoenix Balanced Fund and Phoenix Income & Growth Fund is to be 50% of the gross management fee at each breakpoint as calculated based on the average daily net assets. [Page Break] SCHEDULE D SUBADVISER FUNCTIONS With respect to managing the investment and reinvestment of the Designated Series' assets, the Subadviser shall provide, at its own expense: (a) An investment program for the Designated Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser in paragraph 3 of this Subadvisory Agreement; (b) Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund's code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Designated Series assets in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Designated Series and governing laws; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered "illiquid" for the purposes of complying with the Designated Series' limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and vi) the implementation of the Designated Series' investment program, including, without limitation, analysis of Designated Series performance; (c) Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees; (d) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and (e) Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment Adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (f) Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings. [Page Break] SCHEDULE E FORM OF SUB-CERTIFICATION To: Re: Subadviser's Form N-CSR and Form N-Q Certification for the [Name of Designated Series]. From: [Name of Subadviser] Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR and Form N-Q. [Name of Designated Series]. In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented in the schedule of investments for the period ended [Date of Reporting Period] (the "Report") which forms part of the N-CSR or N-Q, as applicable, for the Fund. Schedule of Investments Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures. In addition, our organization has: a. Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual fund. b. Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective. c. In addition, to the best of my knowledge there has been no fraud, whether, or not material, that involves our organization's management or other employees who have a significant role in our organization's control and procedures as they relate to our duties as subadviser to the Designated Series. I have read the draft of the Report which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such draft of the Report does not, with respect to the Designated Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Report. I have disclosed, based on my most recent evaluation, to the Designated Series' Chief Accounting Officer: a. All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser's internal controls and procedures which could adversely affect the Registrant's ability to record, process, summarize and report financial data with respect to the Designated Series in a timely fashion; b. Any fraud, whether or not material, that involves the Subadviser's management or other employees who have a significant role in the Subadviser's internal controls and procedures for financial reporting. I certify that to the best of my knowledge: a The Subadviser's Portfolio Manager(s) has/have complied with the restrictions and reporting requirements of the Code of Ethics (the "Code"). The term Portfolio Manager is as defined in the Code. b. The Subadviser has complied with the Prospectus and Statement of Additional Information of the Designated Series and the Policies and Procedures of the Designated Series as adopted by the Designated Series Board of Trustees. c. I have no knowledge of any compliance violations except as disclosed in writing to the Phoenix Compliance Department by me or by the Subadviser's compliance administrator. d. The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Designated Series as outlined above. This certification relates solely to the Designated Series named above and may not be relied upon by any other fund or entity. The Subadviser does not maintain the official books and records of the above Designated Series. The Subadviser's records are based on its own portfolio management system, a record-keeping system that is not intended to serve as the Designated Series official accounting system. The Subadviser is not responsible for the preparation of the Report. _______________________________ __________________________ [Name of Subadviser] Date [Name of Authorized Signer] [Title of Authorized Signer] [Page Break] SCHEDULE F DESIGNATED SERIES Phoenix Balanced Fund Phoenix Income & Growth Fund EX-99.77Q1 OTHR EXHB 10 pxet77q17.txt PHOENIX EQUITY TRUST Phoenix Capital Growth Fund Phoenix Mid-Cap Growth Fund SUBADVISORY AGREEMENT March 10, 2008 Harris Investment Management, Inc. 190 South LaSalle Street Chicago, IL 60603 RE: Subadvisory Agreement Ladies and Gentlemen: Phoenix Equity Trust (the "Trust") is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the "Act"), and is subject to the rules and regulations promulgated thereunder. The shares of the Trust are offered or may be offered in several series (collectively, sometimes hereafter referred to as the "Series"). Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series subadvisers for the Series and is responsible for the day-to-day management of the Series. 1. Employment as a Subadviser. The Adviser, being duly authorized, hereby employs Harris Investment Management, Inc. (the "Subadviser") as a discretionary series subadviser to invest and reinvest the assets of each of the Series set forth on Schedule F attached hereto (the "Designated Series") on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive by reason of this Agreement (and without prejudice to any applicable restrictions set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand); the Subadviser may (subject to the terms of any such other written agreements) render services to others and engage in other activities that do not conflict in any material manner with the Subadviser's performance hereunder. 2. Acceptance of Employment; Standard of Performance. The Subadviser accepts its employment as a discretionary series subadviser of each of the Designated Series and agrees to use its best professional judgment to make investment decisions for each such Designated Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof. 3. Services of Subadviser. In providing management services to each of the Designated Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Trust as they apply to such Designated Series and as set forth in the Trust's then current prospectus ("Prospectus") and statement of additional information ("Statement of Additional Information") filed with the Securities and Exchange Commission (the "SEC") as part of the Trust's Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees of the Trust (the "Trustees"), and to instructions from the Adviser. The Subadviser shall not, without the Trust's prior written approval, effect any transactions that would cause any Designated Series at the time of the transaction to be out of compliance with any of such restrictions or policies applicable to such Designated Series. 4. Transaction Procedures. All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the custodian(s) from time to time designated by the Trust (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Trust all investment orders for the Designated Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian. 5. Allocation of Portfolio Transactions. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets in which the transactions will be executed. A. In placing orders for the sale and purchase of the Designated Series' securities for the Trust, the Subadviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Trust, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a "best execution" market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser's overall responsibilities with respect to its clients, including the Trust, as to which the Subadviser exercises investment discretion, notwithstanding that the Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Trust a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Trust and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages in accordance with the policies with respect to the execution of portfolio transactions as set forth in the Fund's then current Prospectus and Statement of Additional Information, as amended from time to time, and under the Act. Securities purchased or proceeds of securities sold through aggregated orders shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities at the average execution price. If less than the total of the aggregated orders is executed, purchased securities or proceeds shall generally be allocated pro rata among the participating portfolios in proportion to their planned participation in the aggregated orders. C. The Subadviser shall not execute any transactions for the Designated Series with a broker or dealer that is an "affiliated person" (as defined in the Act) of the Trust, the Subadviser or the Adviser unless such execution is in compliance with the procedures and standards adopted by the Board of Trustees, as set forth in the Fund's then current Prospectus and Statement of Additional Information, as amended from time to time, and under the Act. The Trust shall provide the Subadviser with a list of brokers and dealers that are "affiliated persons" of the Trust or the Adviser and will notify the Subadviser as promptly as practicable when such list changes. 6. Proxies. A. The Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets of the Designated Series. Unless the Adviser or the Trust gives the Subadviser written instructions to the contrary, the Subadviser or an agent designated by the Subadviser will, in compliance with the proxy voting procedures of the Designated Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Designated Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Trust to file Form N-PX as required by Rule 30b1-4 under the Act. B. The Subadviser is authorized to deal with reorganizations and exchange offers with respect to securities held in the Series in such manner as the Subadviser deems advisable, unless the Trust or the Adviser otherwise specifically directs in writing. 7. Prohibited Conduct. In providing the services described in this Agreement, the Subadviser's responsibility regarding investment advice hereunder is limited to the Designated Series, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Trust or any other investment company sponsored by Phoenix Investment Partners, Ltd. regarding transactions for the Trust in securities or other assets. The Trust shall provide the Subadviser with a list of investment companies sponsored by Phoenix Investment Partners, Ltd. and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. In addition, the Subadviser shall not, without the prior written consent of the Trust and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party. 8. Information and Reports. A. The Subadviser shall keep the Trust and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each regular meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser's management of the Designated Series managed by the Subadviser during the most recently completed quarter which reports: (i) shall include, to the extent possible, Subadviser's representation that its performance of its investment management duties hereunder is in compliance with the Trust's investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser's or the Subadviser's respective knowledge, of each affiliated person, as defined under Section 2(a)(3) of the Act, and any affiliated person of such an affiliated person, of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Trust with the SEC. 9. Fees for Services. The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the investment advisory agreement between the Trust and the Adviser (the "Advisory Agreement"), the Adviser is solely responsible for the payment of fees to the Subadviser. 10. Limitation of Liability. The Subadviser shall not by reason of this Agreement (and without prejudice to any liabilities the Subadviser may have pursuant to any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Trust, provided, however, that such acts or omissions shall not have constituted a material breach of the investment objectives, policies and restrictions or laws or regulations applicable to any of the Designated Series as defined in the Prospectus and Statement of Additional Information or under the Act or other applicable laws or regulations, as applicable, and that such acts or omissions shall not have resulted from the Subadviser's willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder. 11. Confidentiality. Subject to the duty of the Subadviser and the Trust to comply with applicable law (but without prejudice to any applicable restrictions set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand), including any demand of any regulatory or taxing authority having jurisdiction, the Subadviser shall treat as confidential all information pertaining to the Designated Series and the actions of the Subadviser and the Trust in respect thereof. 12. Assignment. This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Trust in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Trust to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new subadvisory agreement. 13. Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees (without prejudice to any applicable requirements set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Trust, and shall be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Trust. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant federal securities laws, and if such a violation has occurred that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Trust and the Adviser. The Subadviser shall permit the Trust and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Trust could affect the Trust, by the Trust, of federal securities laws, as defined in Rule 38a-1 under the Act, and that the Subadviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Subadviser agrees to cooperate with periodic reviews by the Trust's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Trust's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust, as subsequently amended, establishing the Trust, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "Phoenix Equity Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. 14. Entire Agreement; Amendment. This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Trust, which amendment, other than amendments to Schedules A, B, D, E and F, is subject to the approval of the Trustees and the shareholders of the Designated Series as and to the extent required by the Act. 15. Effective Date; Term. This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until December 31, 2008. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof. 16. Termination. This Agreement may be terminated as to the entire Trust or any individual Designated Series by any of the Adviser, the Subadviser or the Trust without penalty hereunder, immediately upon written notice to the other parties in the event of a material breach of any provision thereof by a party so notified, or otherwise upon sixty (60) days' written notice to the other parties, but any such termination shall not affect the obligations or liabilities of any party hereto to the other parties with respect to events occurring prior to such termination. In the event that this Agreement is terminated pursuant to the immediately preceding sentence with respect to some but not all of the Designated Series, this Agreement shall remain in full force and effect in accordance with its terms with respect to each of the remaining Designated Series with respect to which it has not been terminated. 17. Applicable Law. To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware. 18. Severability. If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. 19. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party. (a) To Phoenix Investment Counsel, Inc. or the Trust at: Phoenix Investment Counsel, Inc. 56 Prospect Street Hartford, CT 06115 Attn: John H. Beers, Vice President and Clerk Telephone: (860) 403-5050 Facsimile: (860) 403-7251 Email: john.beers@phoenixwm.com (b) To Harris Investment Management, Inc. at: Harris Investment Management, Inc. 190 South LaSalle Street, 4th Floor Chicago, IL 60603 Attn: Randall J. Johnson, Senior Partner Telephone: (312) 461-3922 Facsimile: (312) 461-7096 Email: randall.johnson@harrisbank.com and Harris Investment Management, Inc. 111 West Monroe Street Chicago, IL 60603 Attn: Paul Reagan Telephone: (312) 461-3167 Facsimile: (312) 461-2817 Email: paul.reagan@harrisbank.com 20. Certifications. The Subadviser hereby warrants and represents that it will provide, to the extent compliant with all applicable laws, the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Trust necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Sarbanes-Oxley Act of 2002 to the extent that such reporting and certifications relate to the Subadviser's duties and responsibilities under this Agreement. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E. 21. Indemnification. The Adviser agrees (without prejudice to any applicable indemnification provisions set forth in any other written agreement between the Subadviser or any of its affiliates, on the one hand, and the Adviser or any of its affiliates, on the other hand) to indemnify and hold harmless the Subadviser and the Subadviser's directors, officers, employees and agents from and against any and all losses, liabilities, claims, damages, and expenses whatsoever, including reasonable attorneys' fees (collectively, "Losses"), arising out of or relating to (A) any breach by the Adviser of any provision of this Agreement, (B) the negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Adviser, (C) any violation by the Adviser of any law or regulation relating to its activities under this Agreement or (D) any dispute between the Adviser and any Trust shareholder, in each such case, except to the extent that such Losses result from the gross negligence, willful misconduct, bad faith of the Subadviser or the Subadviser's reckless disregard of its obligations and duties hereunder; provided, however, that in no event shall the Adviser be required to indemnify and hold harmless the Subadviser or any of the Subadviser's directors, officers, employees or agents (i) in respect of (and solely to the extent of) any matter for which the Subadviser is required, pursuant to that certain Transaction Agreement, dated as of March 27, 2006, by and among the Adviser, the Subadviser, Harris Financial Corp. and Phoenix Investment Partners, Ltd. (the "Transaction Agreement"), to indemnify and hold harmless any PIC Indemnified Party (as such term is defined in the Transaction Agreement), or (ii) to the extent that any matter for which indemnification would otherwise be available to the Subadviser hereunder has arisen out of, is based upon or results from a breach by the Subadviser or any of its Affiliates (as such term is defined in the Transaction Agreement) of the Transaction Agreement or of that certain Strategic Partnership Agreement, dated as of March 27, 2006, by and between the Adviser and Subadviser. 22. Receipt of Disclosure Document. The Trust acknowledges receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser's Form ADV containing certain information concerning the Subadviser and the nature of its business. 23. Counterparts; Fax Signatures. This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures. [signature page follows] PHOENIX EQUITY TRUST By:/s/ George R. Aylward Name: George R. Aylward Title: President PHOENIX INVESTMENT COUNSEL, INC. By:/s/ John H. Beers Name: John H. Beers Title: Vice President and Clerk ACCEPTED: Harris Investment Management, Inc. By: /s/ William O. Leszinske Name: William O. Leszinske Title: President and Chief Investment Officer SCHEDULES: A. Operational Procedures B. Record Keeping Requirements C. Fee Schedule D. Subadviser Functions E. Form of Sub-Certification F. Designated Series [Page Break] SCHEDULE A OPERATIONAL PROCEDURES In order to minimize operational problems, it will be necessary for a flow of information to be supplied by Subadviser to State Street and Bank Trust Company (the "Custodian") and PFPC, Inc., (the "Sub-Accounting Agent") for the Trust. The Subadviser must furnish the Custodian and the Sub-Accounting Agent with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5 p.m. (Eastern Standard time) on the day of the trade each day the Trust is open for business. (Subadviser will be responsible for reimbursement to the Trust for any loss caused by the Subadviser's failure to comply.) It is permissible to send the necessary information via facsimile machine to the Custodian and the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following: 1. Purchase or sale; 2. Security name; 3. CUSIP number, ISIN or Sedols (as applicable); 4. Number of shares and sales price per share or aggregate principal amount; 5. Executing broker; 6. Settlement agent; 7. Trade date; 8. Settlement date; 9. Aggregate commission or if a net trade; 10. Interest purchased or sold from interest bearing security; 11. Other fees; 12. Net proceeds of the transaction; 13. Exchange where trade was executed; and 14. Trade commission reason: best execution, soft dollar or research. When opening accounts with brokers for, and in the name of, the Trust, the account must be a cash account. No margin accounts are to be maintained in the name of the Trust. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection. This will normally be done by email or, if email is unavailable, by another form of immediate written communication, so that the Subadviser will know the amount available for investment purposes. [Page Break] SCHEDULE B RECORDS TO BE MAINTAINED BY THE SUBADVISER 1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Trust for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include: A. The name of the broker; B. The terms and conditions of the order and of any modifications or cancellations thereof; C. The time of entry or cancellation; D. The price at which executed; E. The time of receipt of a report of execution; and F. The name of the person who placed the order on behalf of the Trust. 2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record: A. Shall include the consideration given to: (i) The sale of shares of the Trust by brokers or dealers. (ii) The supplying of services or benefits by brokers or dealers to: (a) The Trust, (b) The Adviser, (c) The Subadviser, and (d) Any person other than the foregoing. (iii) Any other consideration other than the technical qualifications of the brokers and dealers as such. B. Shall show the nature of the services or benefits made available. C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation. D. The name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation. 3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.* 4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment Advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser's transactions for the Trust. 5. Records as necessary under Board-approved Phoenix Funds' valuation policies and procedures. * Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review. SCHEDULE C SUBADVISORY FEE (a) For services provided hereunder, the Adviser will pay to the Subadviser a fee with respect to each Designated Series, payable in arrears, at the annual rate stated in paragraph (b) below. The fees payable in respect of a Designated Series shall be prorated for any month during which this Agreement is in effect for only a portion of the month with respect to such Designated Series. In computing the fee to be paid to the Subadviser, the net asset value of the Trust and each Designated Series shall be valued as set forth in the then-current registration statement of the Trust. (b) The fee to be paid by the Adviser to the Subadviser with respect to each Designated Series shall be at the annual sub-advisory fee rate set forth opposite such Designated Series' name below; provided, however, that, in the event there is any reduction after the date of the Transaction Agreement in the annual advisory fee rate payable by a Designated Series to the Adviser pursuant to the Advisory Agreement, the annual sub- advisory fee rate payable by the Adviser to the Subadviser with respect to such Designated Series automatically shall be reduced by 50% of the amount of such reduction in such annual advisory fee rate (measured in basis points); and provided, further, that, in the event the net advisory fee retained by the Adviser with respect to a Designated Series (for the avoidance of doubt, after taking into account any applicable waivers, reimbursements or other similar offsets or arrangements applicable to such Designated Series that are required to be paid by the Adviser or its affiliates) is less than the annual contractual advisory fee payable by a Designated Series to the Adviser pursuant to the Advisory Agreement, the fee to be paid by the Adviser to the Subadviser with respect to such Designated Series automatically shall be reduced by 50% of the amount of such difference between such contractual advisory fee rate and such net advisory fee actually retained by the Adviser with respect to such Designated Series (and the Subadviser agrees promptly upon request to reimburse to the Adviser any over-payments previously made pursuant to this Agreement to the extent that such amounts ultimately are reasonably determined by the Adviser to be in excess of the amounts required to be paid pursuant hereto after taking into account any annual or other periodic reimbursements or similar payments required to be made by the Adviser or its affiliates to the Trust or a Designated Series in connection with any such waivers, reimbursements or other similar offsets or arrangements): Subadvisory Fee Name of Series First $1 $1 Billion to Billion $2 Billion 2+ Billion Phoenix Capital Growth Fund 0.35% 0.325% 0.30% SCHEDULE C SUBADVISORY FEE (continued) Subadvisory Fee Name of Series First $500 Million $500+ Million Phoenix Mid-Cap Growth Fund 0.40% 0.35% Note - Prior to October 1, 2007, the subadvisory fee for Phoenix Mid-Cap Growth Fund was 0.45% for the First $50 million, 0.40% for the next $450 million and 0.35% for $500+ million. [Page Break] SCHEDULE D SUBADVISER FUNCTIONS With respect to managing the investment and reinvestment of the Designated Series' assets, the Subadviser shall provide, at its own expense: (a) An investment program for each Designated Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser in paragraph 3 of this Subadvisory Agreement and implementation of that program; (b) Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Subadviser's Code of Ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Trust relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of each Designated Series' assets in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Designated Series and governing laws, regulations, rules and orders; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered "illiquid" for the purposes of complying with the Designated Series' limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and vi) the implementation of the Designated Series' investment program, including, without limitation, analysis of Designated Series performance; (c) Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees; (d) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and (e) Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (f) Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings. [Page Break] SCHEDULE E FORM OF SUB-CERTIFICATION To: Re: Subadviser's Form N-CSR and Form N-Q Certification for the [Name of Designated Series]. From: [Name of Subadviser] Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR and Form N-Q. [Name of Designated Series]. In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented in the schedule of investments for the period ended [Date of Reporting Period] (the "Report") which forms part of the N-CSR or N-Q, as applicable, for the Fund. Schedule of Investments Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures. In addition, our organization has: a. Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual fund. b. Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective. c. In addition, to the best of my knowledge there has been no fraud, whether, or not material, that involves our organization's management or other employees who have a significant role in our organization's control and procedures as they relate to our duties as subadviser to the Designated Series. I have read the draft of the Report which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such draft of the Report does not, with respect to the Designated Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Report. I have disclosed, based on my most recent evaluation, to the Designated Series' Chief Accounting Officer: a. All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser's internal controls and procedures which could adversely affect the Registrant's ability to record, process, summarize and report financial data with respect to the Designated Series in a timely fashion; b. Any fraud, whether or not material, that involves the Subadviser's management or other employees who have a significant role in the Subadviser's internal controls and procedures for financial reporting. I certify that to the best of my knowledge: a. The Subadviser's Portfolio Manager(s) has/have complied with the restrictions and reporting requirements of the Code of Ethics (the "Code"). The term Portfolio Manager is as defined in the Code. b. The Subadviser has complied with the Prospectus and Statement of Additional Information of the Designated Series and the Policies and Procedures of the Designated Series as adopted by the Designated Series Board of Trustees. c. I have no knowledge of any compliance violations except as disclosed in writing to the Phoenix Compliance Department by me or by the Subadviser's compliance administrator. d. The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Designated Series as outlined above. This certification relates solely to the Designated Series named above and may not be relied upon by any other fund or entity. The Subadviser does not maintain the official books and records of the above Designated Series. The Subadviser's records are based on its own portfolio management system, a record-keeping system that is not intended to serve as the Designated Series official accounting system. The Subadviser is not responsible for the preparation of the Report. _______________________________ __________________________ [Name of Subadviser] Date [Name of Authorized Signer] [Title of Authorized Signer] [Page Break] SCHEDULE F DESIGNATED SERIES Phoenix Capital Growth Fund Phoenix Mid-Cap Growth Fund EX-99.77Q1 OTHR EXHB 11 pxet77q18.txt PHOENIX EQUITY TRUST Phoenix Quality Small-Cap Fund Phoenix Small-Cap Sustainable Growth Fund Phoenix Small-Mid Cap Fund SUBADVISORY AGREEMENT March 10, 2007 Kayne Anderson Rudnick Investment Management, LLC 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 RE: Subadvisory Agreement Ladies and Gentlemen: Phoenix Equity Trust (the "Fund") is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the "Act"), and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series, including the Phoenix Quality Small-Cap Fund, Phoenix Small-Cap Sustainable Growth Fund and Phoenix Small-Mid Cap Fund (collectively, sometimes hereafter referred to as the "Series"). Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series. 1. Employment as a Subadviser. The Adviser, being duly authorized, hereby employs Kayne Anderson Rudnick Investment Management, LLC (the "Subadviser") as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Advisers as set forth on Schedule F attached hereto (the "Designated Series") on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner in the Subadviser's performance hereunder. 2. Acceptance of Employment; Standard of Performance. The Subadviser accepts its employment as a discretionary series adviser of the Designated Series and agrees to use its best professional judgment to make investment decisions for the Designated Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof. 3. Services of Subadviser. In providing management services to the Designated Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Designated Series and as set forth in the Fund's then current prospectus ("Prospectus") and statement of additional information ("Statement of Additional Information") filed with the Securities and Exchange Commission (the "SEC") as part of the Fund's Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees of the Fund (the "Trustees"), and to instructions from the Adviser. The Subadviser shall not, without the Fund's prior written approval, effect any transactions that would cause the Designated Series at the time of the transaction to be out of compliance with any of such restrictions or policies. 4. Transaction Procedures. All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian. 5. Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a "best execution" market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities at the average execution price. If less than the total of the aggregated orders is executed, purchased securities or proceeds shall generally be allocated pro rata among the participating portfolios in proportion to their planned participation in the aggregated orders. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is an "affiliated person" (as defined in the Act) of the Fund, the Subadviser or the Adviser without the prior written approval of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are "affiliated persons" of the Fund or the Adviser. 6. Proxies. A. The Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets of the Designated Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Designated Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Designated Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Fund to file Form N-PX as required by Rule 30b1-4 under the Act. B. The Subadviser is authorized to deal with reorganizations and exchange offers with respect to securities held in the Series in such manner as the Subadviser deems advisable, unless the Fund or the Adviser otherwise specifically directs in writing. With the Adviser's approval, the Subadviser shall also have the authority to: (i) identify, evaluate and pursue legal claims, including commencing or defending suits, affecting the securities held at any time in the Series, including claims in bankruptcy, class action securities litigation and other litigation; (ii) participate in such litigation or related proceedings with respect to such securities as the Subadviser deems appropriate to preserve or enhance the value of the Series, including filing proofs of claim and related documents and serving as "lead plaintiff" in class action lawsuits; (iii) exercise generally any of the powers of an owner with respect to the supervision and management of such rights or claims, including the settlement, compromise or submission to arbitration of any claims, the exercise of which the Subadviser deems to be in the best interest of the Series or required by applicable law, including ERISA, and (iv) employ suitable agents, including legal counsel, and to pay their reasonable fees, expenses and related costs from the Series. 7. Prohibited Conduct. In providing the services described in this Agreement, the Subadviser's responsibility regarding investment advice hereunder is limited to the Designated Series, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Phoenix Investment Partners, Ltd. regarding transactions for the Fund in securities or other assets. The Fund shall provide the Subadviser with a list of investment companies sponsored by Phoenix Investment Partners, Ltd. and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party. 8. Information and Reports. A. The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser's management of the Designated Series that discrete portion of the assets the Series managed by the Subadviser during the most recently completed quarter which reports: (i) shall include Subadviser's representation that its performance of its investment management duties hereunder is in compliance with the Fund's investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum "good income" requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser's or the Subadviser's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC. 9. Fees for Services. The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser. 10. Limitation of Liability. The Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a material breach of the investment objectives, policies and restrictions applicable to the Designated Series as defined in the Prospectus and Statement of Additional Information and that such acts or omissions shall not have resulted from the Subadviser's willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder. 11. Confidentiality. Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Designated Series and the actions of the Subadviser and the Fund in respect thereof. Notwithstanding the foregoing, the Fund and the Adviser agree that the Subadviser may (i) disclose in marketing materials and similar communications that the Fund has engaged Subadviser pursuant to this Agreement, and (ii) include performance statistics regarding the Series in composite performance statistics regarding one or more groups of Subadviser's clients published or included in any of the foregoing communications, provided that the Subadviser does not identify any performance statistics as relating specifically to the Series. 12. Assignment. This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser. 13. Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Fund and the Adviser. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j- l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Fund could affect the Fund, by the Fund, of "federal securities laws" (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund. The Subadviser agrees to cooperate with periodic reviews by the Fund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Fund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "Phoenix Equity Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate. 14. Entire Agreement; Amendment. This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, E and F, is subject to the approval of the Trustees and the shareholders of the Fund as and to the extent required by the Act. 15. Effective Date; Term. This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until December 31, 2008. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof. 16. Termination. This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a material breach of any provision thereof by a party so notified, or otherwise upon thirty (30) days' written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties. 17. Applicable Law. To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware. 18. Severability. If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. 19. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party. (a) To Phoenix Investment Counsel, Inc. at: Phoenix Investment Counsel, Inc. 56 Prospect Street Hartford, CT 06115 Attn: John H. Beers, Vice President and Clerk Telephone: (860) 403-5050 Facsimile: (860) 403-7251 Email: john.beers@phoenixwm.com (b) To Kayne Anderson Rudnick Investment Management, LLC at: Kayne Anderson Rudnick Investment Management, LLC 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 Attn: Judy Ridder, Chief Compliance Officer Telephone: (310) 712-2909 Facsimile: (310) 282-2959 Email: JRidder@Kayne.com 20. Certifications. The Subadviser hereby warrants and represents that it will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Sarbanes-Oxley Act of 2002 to the extent that such reporting and certifications relate to the Subadviser's duties and responsibilities under this Agreement. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E. 21. Indemnification. The Adviser agrees to indemnify and hold harmless the Subadviser and the Subadviser's directors, officers, employees and agents from and against any and all losses, liabilities, claims, damages, and expenses whatsoever, including reasonable attorneys' fees (collectively, "Losses"), arising out of or relating to (i) any breach by the Adviser of any provision of this Agreement; (ii) the negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Adviser; (iii) any violation by the Adviser of any law or regulation relating to its activities under this Agreement; and (iv) any dispute between the Adviser and any Fund shareholder, except to the extent that such Losses result from the gross negligence, willful misconduct, bad faith of the Subadviser or the Subadviser's reckless disregard of its obligations and duties hereunder. 22. Receipt of Disclosure Document. The Fund acknowledges receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser's Form ADV containing certain information concerning the Subadviser and the nature of its business. 23. Counterparts; Fax Signatures. This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures. [signature page follows] PHOENIX EQUITY TRUST By: /s/ George R. Aylward Name: George R. Aylward Title: President PHOENIX INVESTMENT COUNSEL, INC. By: /s/ John H. Beers Name: John H. Beers Title: Vice President and Clerk ACCEPTED: Kayne Anderson Rudnick Investment Management, LLC By: /s/Jeannine Vanian Name: Jeannine Vanian Title: Chief Operating Officer SCHEDULES: A. Operational Procedures B. Record Keeping Requirements C. Fee Schedule D. Subadviser Functions E. Form of Sub-Certification F. Designated Series [Page Break] SCHEDULE A OPERATIONAL PROCEDURES In order to minimize operational problems, it will be necessary for a flow of information to be supplied by Subadviser to State Street and Bank Trust Company (the "Custodian") and PFPC, Inc., (the "Sub-Accounting Agent") for the Fund. The Subadviser must furnish the Custodian and the Sub-Accounting Agent with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5 p.m. (Eastern Standard time) on the day of the trade each day the Fund is open for business. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser's failure to comply.) The necessary information can be sent via facsimile machine to the Custodian and the Sub- Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following: 1. Purchase or sale; 2. Security name; 3. CUSIP number, ISIN or Sedols (as applicable); 4. Number of shares and sales price per share or aggregate principal amount; 5. Executing broker; 6. Settlement agent; 7. Trade date; 8. Settlement date; 9. Aggregate commission or if a net trade; 10. Interest purchased or sold from interest bearing security; 11. Other fees; 12. Net proceeds of the transaction; 13. Exchange where trade was executed; 14. Identified tax lot (if applicable); and 15. Trade commission reason: best execution, soft dollar or research. When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be maintained in the name of the Fund. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection. This will normally be done by email or, if email is unavailable, by another form of immediate written communication, so that the Subadviser will know the amount available for investment purposes. [Page Break] SCHEDULE B RECORDS TO BE MAINTAINED BY THE SUBADVISER 1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include: A. The name of the broker; B. The terms and conditions of the order and of any modifications or cancellations thereof; C. The time of entry or cancellation; D. The price at which executed; E. The time of receipt of a report of execution; and F. The name of the person who placed the order on behalf of the Fund. 2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record: A. Shall include the consideration given to: (i) The sale of shares of the Fund by brokers or dealers. (ii) The supplying of services or benefits by brokers or dealers to: (a) The Fund, (b) The Adviser, (c) The Subadviser, and (d) Any person other than the foregoing. (iii) Any other consideration other than the technical qualifications of the brokers and dealers as such. B. Shall show the nature of the services or benefits made available. C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation. D. The name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation. 3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.* 4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment Advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser's transactions for the Fund. 5. Records as necessary under Board approved Phoenix Funds' valuation policies and procedures. * Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review. [Page Break] SCHEDULE C SUBADVISORY FEE (a) For services provided to the Fund, the Adviser will pay to the Subadviser a fee, payable in arrears, at the annual rate stated below. The fees shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset value of the Fund and each Designated Series shall be valued as set forth in the then current registration statement of the Fund. (b) The fee to be paid to the Subadviser is to be 50% of the gross management fee as calculated based on the average daily net assets of Phoenix Small-Mid Cap Fund. The fee to be paid to the Subadviser for Phoenix Quality Small-Cap Fund and Phoenix Small-Cap Sustainable Growth Fund is as follows: Name of Designated Series Investment Subadvisory Fee $400 Million 1st $400 through $1+ Million $1 Billion Billion Phoenix Quality Small Cap Fund 0.45% 0.425% 0.40% Phoenix Small Cap Sustainable Growth Fund 0.45% 0.425% 0.40% [Page Break] SCHEDULE D SUBADVISER FUNCTIONS With respect to managing the investment and reinvestment of the Designated Series' assets, the Subadviser shall provide, at its own expense: (a) An investment program for the Designated Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser in paragraph 3 of this Subadvisory Agreement; (b) Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund's code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Designated Series assets in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Designated Series and governing laws; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered "illiquid" for the purposes of complying with the Designated Series' limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and vi) the implementation of the Designated Series' investment program, including, without limitation, analysis of Designated Series performance; (c) Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees; (d) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and (e) Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment Adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (f) Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings. [Page Break] SCHEDULE E FORM OF SUB-CERTIFICATION To: Re: Subadviser's Form N-CSR and Form N-Q Certification for the [Name of Designated Series]. From: [Name of Subadviser] Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR and Form N-Q. [Name of Designated Series]. In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented in the schedule of investments for the period ended [Date of Reporting Period] (the "Report") which forms part of the N-CSR or N-Q, as applicable, for the Fund. Schedule of Investments Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures. In addition, our organization has: a. Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual fund. b. Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective. c. In addition, to the best of my knowledge there has been no fraud, whether, or not material, that involves our organization's management or other employees who have a significant role in our organization's control and procedures as they relate to our duties as subadviser to the Designated Series. I have read the draft of the Report which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such draft of the Report does not, with respect to the Designated Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Report. I have disclosed, based on my most recent evaluation, to the Designated Series' Chief Accounting Officer: a. All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser's internal controls and procedures which could adversely affect the Registrant's ability to record, process, summarize and report financial data with respect to the Designated Series in a timely fashion; b. Any fraud, whether or not material, that involves the Subadviser's management or other employees who have a significant role in the Subadviser's internal controls and procedures for financial reporting. I certify that to the best of my knowledge: a. The Subadviser's Portfolio Manager(s) has/have complied with the restrictions and reporting requirements of the Code of Ethics (the "Code"). The term Portfolio Manager is as defined in the Code. b. The Subadviser has complied with the Prospectus and Statement of Additional Information of the Designated Series and the Policies and Procedures of the Designated Series as adopted by the Designated Series Board of Trustees. c. I have no knowledge of any compliance violations except as disclosed in writing to the Phoenix Compliance Department by me or by the Subadviser's compliance administrator. d. The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Designated Series as outlined above. This certification relates solely to the Designated Series named above and may not be relied upon by any other fund or entity. The Subadviser does not maintain the official books and records of the above Designated Series. The Subadviser's records are based on its own portfolio management system, a record-keeping system that is not intended to serve as the Designated Series official accounting system. The Subadviser is not responsible for the preparation of the Report. _______________________________ __________________________ [Name of Subadviser] Date [Name of Authorized Signer] [Title of Authorized Signer] [Page Break] SCHEDULE F DESIGNATED SERIES Phoenix Quality Small-Cap Fund Phoenix Small-Cap Sustainable Growth Fund Phoenix Small-Mid Cap Fund EX-99.77Q1 OTHR EXHB 12 pxet77q19.txt PHOENIX EQUITY TRUST Phoenix Strategic Growth Fund SUBADVISORY AGREEMENT March 10, 2008 SCM Advisors, LLC 909 Montgomery Street San Francisco, California 94133 RE: Subadvisory Agreement Ladies and Gentlemen: Phoenix Equity Trust (the "Trust") is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the "Act"), and is subject to the rules and regulations promulgated thereunder. The shares of the Trust are offered or may be offered in several series, including the Phoenix Strategic Growth Fund (hereinafter referred to as the "Fund"). Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series advisers for the Trust and is responsible for the day-to-day management of the Fund. 1. Employment as a Subadviser. The Adviser, being duly authorized, hereby employs SCM Advisors, LLC (the "Subadviser") as a subadviser to invest and reinvest the assets of the Fund on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities which do not conflict in any material manner in the Subadviser's performance hereunder. 2. Acceptance of Employment; Standard of Performance. The Subadviser accepts its employment as a subadviser to the Adviser and agrees to use its best professional judgment to make investment decisions for the Trust in accordance with the provisions of this Agreement. 3. Services of Subadviser. The Subadviser shall provide the services set forth herein and in Schedule A attached hereto and made a part hereof. In providing management services to the Fund, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Trust as they apply to the Fund and as set forth in the Trust's then current Prospectus and Statement of Additional Information (as the same may be modified from time to time) and to the Trust's Agreement and Declaration of Trust, to the investment and other restrictions set forth in the Act, the Securities Act of 1933 and the Internal Revenue Code and the rules and regulations thereunder, and to the supervision and control of the Trustees of the Trust (the "Trustees"). The Subadviser shall not, without the Adviser's prior approval, effect any transactions which would cause the Trust at the time of the transaction to be out of compliance with any of such restrictions or policies. 4. Expenses. The Subadviser shall furnish at its own expense, or pay the expenses of the Adviser, for the following: (a) Office facilities, including office space, furniture and equipment utilized by its employees, in the fulfillment of Subadviser' s responsibilities hereunder; (b) Personnel necessary to perform the functions required to manage the investment and reinvestment of the Trust's assets (including those required for research, statistical and investment work), and to fulfill the other functions of the Subadviser hereunder; (c) Personnel to serve without salaries for the Trust as officers or agents of the Trust. The Subadviser need not provide personnel to perform, or pay the expenses of the Adviser for, services customarily performed for an open-end management investment company by its national distributor, custodian, financial agent, transfer agent, auditors and legal counsel; and (d) Compensation and expenses, if any, of the Trustees who are also full-time employees of the Subadviser. 5. Transaction Procedures. All transactions for the Fund will be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Trust (the "Custodian"), or such depositories or agents as may be designated by the Custodian pursuant to its agreement with the Trust (the "Custodian Agreement"), of all cash and/or securities due to or from the Fund. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Trust all investment orders for the Fund placed by it with brokers and dealers at the time and in the manner set forth in the Custodian Agreement and in Schedule B hereto (as amended from time to time). The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian. 6. Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Fund transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of securities for the Fund, the Subadviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Trust, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain "best execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser's overall responsibilities with respect to its clients, including the Trust, as to which the Subadviser exercises investment discretion, notwithstanding that the Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Trust a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Adviser shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Adviser and the Subadviser, shall be executed by brokers and dealers that provide brokerage or research services to the Trust or that will be of value to the Trust in the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Trust. In addition, subject to paragraph A above, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Trust shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Trust are made. C. The Subadviser shall not execute any transactions for the Trust with a broker or dealer that is an "affiliated person" (as defined in the Act) of the Trust, the Subadviser or the Adviser without the prior written approval of the Trust. 7. Fees for Services. The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Trust and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser. 8. Limitation of Liability. The Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Trust, provided, however, that such acts or omissions shall not have constituted a breach of the investment objectives, policies and restrictions applicable to the Trust and that such acts or omissions shall not have resulted from the Subadviser's willful misfeasance, bad faith or gross negligence, a violation of the standard of care established by and applicable to the Subadviser in its actions under this Agreement or a breach of its duty or of its obligations hereunder (provided, however, that the foregoing shall not be construed to protect the Subadviser from liability under the Act, other federal or state securities laws or common law). 9. Confidentiality. Subject to the duty of the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Fund and the actions of the Subadviser and the trust in respect thereof. 10. Assignment. This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Adviser in writing sufficiently in advance of any proposed change of control, as termed in Section 2(a)(9) of the Act, as will enable the Adviser to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur and to take the steps it deems necessary. 11. Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees that: A. It is registered as an "investment adviser" under the Investment Advisers Act of 1940 ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the Act and the Rules thereunder, the records identified in Schedule D (as amended from time to time). The Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. C. It has a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Adviser with a copy of the code of ethics and evidence of its adoption. Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Trust (the "Code of Ethics"). Within 10 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Trust and to the Adviser that the Subadviser has complied with the requirements of Rule 17j-1 during the previous calendar quarter and that there has been no violation of its code of ethics, or the Code of Ethics, or if such a violation has occurred, that appropriate action was taken in response to such violation. The Subadviser shall permit the Trust and Adviser to examine the reports required to be made by the Subadviser under Rule 17j-l(c)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Fund could affect the Fund, by the Fund, of "federal securities laws" (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund. The Subadviser agrees to cooperate with periodic reviews by the Fund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Fund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust establishing the Trust, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter so filed with the Secretary of the State of Delaware and elsewhere as required by law. The name Phoenix Equity Trust Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer agent or employee of the Trust shall be held to any personal liability in connection with the affairs of the Trust; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Trust or of any successor of the Trust, whether such liability now exists or is hereafter incurred for claims against the trust estate. 12. Amendment. This Agreement may be amended at any time, but only by written agreement between the Subadviser and the Adviser, which amendment, other than amendments to Schedules B and D, is subject to the approval of the Trustees and the Shareholders of the Trust as and to the extent required by the Act. 13. Effective Date; Term. This Agreement shall become effective on the date set forth on the first page of this Agreement. Unless terminated as hereinafter provided, this Agreement shall remain in full force and effect until December 31, 2008, and thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof. 14. Termination. This Agreement may be terminated by either party, without penalty, immediately upon written notice to the other party in the event of a breach of any provision thereof by the party so notified, or otherwise, upon sixty (60) days' written notice to the other party, but any such termination shall not affect the status, obligations or liabilities of either party hereto to the other party. 15. Applicable Law. To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware. 16. Severability. If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. 17. Proxies. The subadviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the Assets in accordance with such policies and procedures adopted or approved from time to time by the Trust. Unless the Adviser or the Trust gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Trust then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser with quarterly proxy voting reports in such form as the Adviser may request from time to time. 18. Prohibited Conduct. In providing the services described in this Agreement, the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to any investment company sponsored by Phoenix Investment Partners, Ltd. Regarding transactions for the Fund in securities or other assets. The Fund shall provide the Subadviser with a list of investment companies sponsored by Phoenix and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party. [signature page follows] PHOENIX STRATEGIC EQUITY SERIES FUND By: /s/George R. Aylward Name: George R. Aylward Title: President PHOENIX INVESTMENT COUNSEL, INC. By: /s/John H. Beers Name: John H. Beers Title: Vice President and Clerk ACCEPTED: SCM Advisors, LLC By: /s/George R. Aylward Name: George R. Aylward Title: Executive Vice President SCHEDULES: A. Subadviser Functions B. Operational Procedures C. Fee Schedule D. Record Keeping Requirements E. Form of Sub-Certification SCHEDULE A SUBADVISER FUNCTIONS With respect to managing the investment and reinvestment of the Fund assets, the Subadviser shall provide, at its own expense: (a) An investment program for the Fund consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and Adviser; (b) Implementation of the investment program for the Fund based upon the foregoing criteria; (c) Quarterly reports, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Subadviser's code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Trust relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Fund assets in accordance with the then prevailing prospectus and statement of additional information pertaining to the Trust and governing laws; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered "illiquid" for the purposes of complying with the Fund limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and, vi) the implementation of the Fund's investment program, including, without limitation, analysis of Fund performance; (d) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and (e) Participation, overall assistance and support in marketing the Fund, including, without limitation, meetings with pension fund representatives, broker/dealers who have a sales agreement with Phoenix Equity Planning Corporation, and other parties requested by the Adviser. 8 [Page Break] SCHEDULE B OPERATIONAL PROCEDURES In order to minimize operational problems, it will be necessary for a flow of information to be supplied to State Street Bank and Trust Company (the "Custodian"), the custodian for the Trust. The Subadviser must furnish the Custodian with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5 p.m. (Eastern Standard time) on the day of the trade (confirmation received from broker). The necessary information can be sent via facsimile machine to the Custodian. Information provided to the Custodian shall include the following: 1. Purchase or sale; 2. Security name; 3. CUSIP number (if applicable); 4. Number of shares and sales price per share; 5. Executing broker; 6. Settlement agent; 7. Trade date; 8. Settlement date; 9. Aggregate commission or if a net trade; 10. Interest purchased or sold from interest bearing security; 11. Other fees; 12. Net proceeds of the transaction; 13. Exchange where trade was executed; and 14. Identified tax lot (if applicable). When opening accounts with brokers for, and in the name of, the Trust, the account must be a cash account. No margin accounts are to be maintained in the name of the Trust. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report. This will normally be done by telex so that the Subadviser will know the amount available for investment purposes. [Page Break] SCHEDULE C SUBADVISORY FEE (a) For Services provided to the Trust pursuant to paragraph 3 hereof the Adviser will pay to the Subadviser, a fee, payable in arrears, at the following annual rates. The fees shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset value of the Trust and each Fund shall be valued as set forth in the then current registration statement of the Trust. (b) The fee to be paid to the Subadviser is: 50% of the gross advisory fee. SCHEDULE D RECORDS TO BE MAINTAINED BY THE SUBADVISER 1. (Rule 3 la-l (b)(5)) A record of each brokerage order, and all other purchases and sales, given by the Subadviser on behalf of the Trust for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include: A. The name of the broker; B. The terms and conditions of the order and of any modifications or cancellations thereof; C. The time of entry or cancellation; D. The price at which executed; E. The time of receipt of a report of execution; and F. The name of the person who placed the order on behalf of the Trust. 2. (Rule 31a-l(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of Trust securities to named broker or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record: A. Shall include the consideration given to: (i) The sale of shares of the Trust by brokers or dealers. (ii) The supplying of services or benefits by brokers or dealers to: (a) The Trust, (b) The Adviser (phoenix Investment Counsel, Inc.) (c) The Subadviser, and (d) Any person other than the foregoing. (iii) Any other consideration other than the technical qualifications of the brokers and dealers as such. B. Shall show the nature of the services or benefits made available. C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation. D. The name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation. 3. (Rule 31a-(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where an authorization is made by a committee or group, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization. * 4. (Rule 31a-l(f)) Such accounts, books and other documents as are required to be maintained by registered investment advisers by rule adopted under Section 204 of the Investment Advisers Act of 1940, to the extent such records are necessary or appropriate to record the Subadviser's transactions for the Trust. * Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendation; i.e., buy, sell, hold) or any internal reports or subadviser review. EX-99.77Q1 OTHR EXHB 13 pxet77q110.txt PHOENIX EQUITY TRUST Phoenix Growth Opportunities Fund SUBADVISORY AGREEMENT March 10, 2008 Turner Investment Partners, Inc. 1205 Westlakes Drive, Suite 100 Berwyn, Pennsylvania 19312 RE: Subadvisory Agreement Ladies and Gentlemen: Phoenix Equity Trust (the "Fund") is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the "Act"), and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series (collectively, sometimes hereafter referred to as the "Series"). Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series. 1. Employment as a Subadviser. The Adviser, being duly authorized, hereby employs Turner Investment Partners, Inc. (the "Subadviser") as a discretionary series adviser to invest and reinvest the assets of the Series designated by the Advisers as set forth on Schedule F attached hereto (the "Designated Series") on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner in the Subadviser's performance hereunder. 2. Acceptance of Employment; Standard of Performance. The Subadviser accepts its employment as a discretionary series adviser of the Designated Series and agrees to use its best professional judgment to make investment decisions for the Designated Series in accordance with the provisions of this Agreement. 3. Services of Subadviser. In providing management services to the Designated Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Designated Series and as set forth in the Fund's then current prospectus ("Prospectus") and statement of additional information ("Statement of Additional Information") filed with the Securities and Exchange Commission (the "SEC") as part of the Fund's Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees of the Fund (the "Trustees"), and to instructions from the Adviser. The Subadviser shall not knowingly, without the Fund's prior written approval, effect any transactions that would cause the Designated Series at the time of the transaction to be out of compliance with any of such restrictions or policies. 4. Transaction Procedures. All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian. 5. Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a "best execution" market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities at the average execution price where feasible, but in all cases in a manner that is fair and equitable to the Series. If less than the total of the aggregated orders is executed, purchased securities or proceeds shall generally be allocated pro rata among the participating portfolios in proportion to their planned participation in the aggregated orders. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is an "affiliated person" (as defined in the Act) of the Fund, the Subadviser or the Adviser without the prior written approval of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are "affiliated persons" of the Fund or the Adviser. 6. Proxies. A. The Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets of the Designated Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Designated Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Designated Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Fund to file Form N-PX as required by Rule 30b1-4 under the Act. B. The Subadviser is authorized to deal with reorganizations and exchange offers with respect to securities held in the Series in such manner as the Subadviser deems advisable, unless the Fund or the Adviser otherwise specifically directs in writing. With the Adviser's approval, the Subadviser shall also have the authority to: (i) identify, evaluate and pursue legal claims, including commencing or defending suits, affecting the securities held at any time in the Series, including claims in bankruptcy, class action securities litigation and other litigation; (ii) participate in such litigation or related proceedings with respect to such securities as the Subadviser deems appropriate to preserve or enhance the value of the Series, including filing proofs of claim and related documents and serving as "lead plaintiff" in class action lawsuits; (iii) exercise generally any of the powers of an owner with respect to the supervision and management of such rights or claims, including the settlement, compromise or submission to arbitration of any claims, the exercise of which the Subadviser deems to be in the best interest of the Series or required by applicable law, including ERISA, and (iv) employ suitable agents, including legal counsel, and to pay their reasonable fees, expenses and related costs from the Series. 7. Prohibited Conduct. In providing the services described in this Agreement, the Subadviser's responsibility regarding investment advice hereunder is limited to the Designated Series, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Phoenix Investment Partners, Ltd. regarding transactions for the Fund in securities or other assets. The Fund shall provide the Subadviser with a list of investment companies sponsored by Phoenix Investment Partners, Ltd. and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party. 8. Information and Reports. A. The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser's management of the Designated Series during the most recently completed quarter which reports: (i) shall include Subadviser's representation that its performance of its investment management duties hereunder is in compliance with the Fund's investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum "good income" requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser's or the Subadviser's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC. 9. Fees for Services. The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Fee Schedule. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser. 10. Limitation of Liability. The Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a material breach of the investment objectives, policies and restrictions applicable to the Designated Series as defined in the Prospectus and Statement of Additional Information and that such acts or omissions shall not have resulted from the Subadviser's willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder. 11. Confidentiality. Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Designated Series and the actions of the Subadviser and the Fund in respect thereof. Notwithstanding the foregoing, the Fund and the Adviser agree that the Subadviser may (i) disclose in marketing materials and similar communications that the Fund has engaged Subadviser pursuant to this Agreement, and (ii) include performance statistics regarding the Series in composite performance statistics regarding one or more groups of Subadviser's clients published or included in any of the foregoing communications, provided that the Subadviser does not identify any performance statistics as relating specifically to the Series. 12. Assignment. This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser. 13. Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees that: A. It is registered as an "Investment Adviser" under the Investment Advisers Act of 1940, as amended ("Advisers Act"). B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. C. It shall maintain a written code of ethics (the "Code of Ethics") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that, to the best of its knowledge, the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non- public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Fund a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to the Fund and the Adviser. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect to the Fund could affect the Fund, by the Fund, of "federal securities laws" (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund. Upon prior written notice thereof, the Subadviser agrees to cooperate with periodic reviews by the Fund's compliance personnel of the Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Subadviser's policies and procedures, compliance by the Subadviser with federal securities laws and related matters and the Fund's compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. E. Reference is hereby made to the Declaration of Trust establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name "Phoenix Equity Trust" refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate. 14. Entire Agreement; Amendment. This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to the Schedules hereto, is subject to the approval of the Trustees and the shareholders of the Fund as and to the extent required by the Act. 15. Effective Date; Term. This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until December 31, 2008. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof. 16. Termination. This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a material breach of any provision thereof by a party so notified, or otherwise upon thirty (30) days' written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties. 17. Applicable Law. To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware. 18. Severability. If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. 19. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party. (a) To Phoenix Investment Counsel, Inc. at: Phoenix Investment Counsel, Inc. 56 Prospect Street Hartford, CT 06115 Attn: John H. Beers, Vice President and Clerk Telephone: (860) 403-5050 Facsimile: (860) 403-7251 Email: john.beers@phoenixwm.com (b) To Turner Investment Partners, Inc. at: Turner Investment Partners, Inc. 1205 Westlakes Drive, Suite 100 Berwyn, Pennsylvania 19312 Attn: Janna Forte Telephone: 484-329-2440 Facsimile: 484-329-2740 Email: jforte@turnerinvestments.com 20. Certifications. The Subadviser hereby warrants and represents that it will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Sarbanes-Oxley Act of 2002 to the extent that such reporting and certifications relate to the Subadviser's duties and responsibilities under this Agreement. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E. 21. Indemnification. The Adviser agrees to indemnify and hold harmless the Subadviser and the Subadviser's directors, officers, employees and agents from and against any and all losses, liabilities, claims, damages, and expenses whatsoever, including reasonable attorneys' fees (collectively, "Losses"), arising out of or relating to (i) any breach by the Adviser of any provision of this Agreement; (ii) the negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Adviser; (iii) any violation by the Adviser of any law or regulation relating to its activities under this Agreement; and (iv) any dispute between the Adviser and any Fund shareholder, except to the extent that such Losses result from the gross negligence, willful misconduct, bad faith of the Subadviser or the Subadviser's reckless disregard of its obligations and duties hereunder. 22. Receipt of Disclosure Document. The Fund acknowledges receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser's Form ADV containing certain information concerning the Subadviser and the nature of its business. 23. Counterparts; Fax Signatures. This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures. [signature page follows] PHOENIX EQUITY TRUST By: /s/ George R. Aylward Name: George R. Aylward Title: President PHOENIX INVESTMENT COUNSEL, INC. By: /s/ John H. Beers Name: John H. Beers Title: Vice President and Clerk ACCEPTED: Turner Investment Partners, Inc. By: /s/ Brian F. McNally Name: Brian F. McNally Title: General Counsel and Chief Compliance Officer SCHEDULE A OPERATIONAL PROCEDURES In order to minimize operational problems, it will be necessary for a flow of information to be supplied by Subadviser to PFPC Trust Company (the "Custodian") and PFPC, Inc., (the "Sub- Accounting Agent") for the Fund. The Subadviser shall use its best efforts to furnish the Custodian and the Sub-Accounting Agent with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5 p.m. (Eastern Standard time) on the day of the trade each day the Fund is open for business. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser's failure to comply.) The necessary information can be sent via facsimile machine to the Custodian and the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following: 1. Purchase or sale; 2. Security name; 3. CUSIP number, ISIN or Sedols (as applicable); 4. Number of shares and sales price per share or aggregate principal amount; 5. Executing broker; 6. Settlement agent; 7. Trade date; 8. Settlement date; 9. Aggregate commission or if a net trade; 10. Interest purchased or sold from interest bearing security; 11. Other fees; 12. Net proceeds of the transaction; 13. Exchange where trade was executed; 14. Identified tax lot (if applicable); and 15. Trade commission reason: best execution, soft dollar or research. When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be maintained in the name of the Fund. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection. This will normally be done by email or, if email is unavailable, by another form of immediate written communication, so that the Subadviser will know the amount available for investment purposes. SCHEDULE B RECORDS TO BE MAINTAINED BY THE SUBADVISER 1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include: A. The name of the broker; B. The terms and conditions of the order and of any modifications or cancellations thereof; C. The time of entry or cancellation; D. The price at which executed; E. The time of receipt of a report of execution; and F. The name of the person who placed the order on behalf of the Fund. 2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record: A. Shall include the consideration given to: (i) The sale of shares of the Fund by brokers or dealers. (ii) The supplying of services or benefits by brokers or dealers to: (a) The Fund, (b) The Adviser, (c) The Subadviser, and (d) Any person other than the foregoing. (iii) Any other consideration other than the technical qualifications of the brokers and dealers as such. B. Shall show the nature of the services or benefits made available. C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation. D. The name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation. 3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.* 4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment Advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser's transactions for the Fund. 5. Records as necessary under Board approved Phoenix Funds' valuation policies and procedures. * Such information might include: current financial information, * annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review. [Page Break] SCHEDULE C SUBADVISORY FEE (a) For services provided to the Fund, the Adviser will pay to the Subadviser a fee, payable in arrears, at the annual rate stated below. The fees shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset value of the Fund and each Designated Series shall be valued as set forth in the then current registration statement of the Fund. (b) The fee to be paid to the Subadviser is to be 50% of the gross management fee as calculated based on the average daily net assets of the Series for the first $1 billion in Series assets (but in no event less than an annual rate of 0.375%), 0.35% of the average daily net assets of the Series for Series assets exceeding $1 billion and up to $2 billion, and 0.325% of the average daily net assets of the Series for Series assets exceeding $2 billion. SCHEDULE D SUBADVISER FUNCTIONS With respect to managing the investment and reinvestment of the Designated Series' assets, the Subadviser shall provide, at its own expense: (a) An investment program for the Designated Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser in paragraph 3 of this Subadvisory Agreement; (b) Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund's code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Designated Series assets in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Designated Series and governing laws; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered "illiquid" for the purposes of complying with the Designated Series' limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and vi) the implementation of the Designated Series' investment program, including, without limitation, analysis of Designated Series performance; (c) Promptly after filing with the SEC a material amendment to its Form ADV, a copy of such amendment to the Adviser; (d) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and (e) Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment Adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (f) Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings. SCHEDULE E FORM OF SUB-CERTIFICATION To: Re: Subadviser's Form N-CSR and Form N-Q Certification for the [Name of Designated Series]. From: [Name of Subadviser] Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR and Form N-Q. [Name of Designated Series]. In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented in the schedule of investments for the period ended [Date of Reporting Period] (the "Report") which forms part of the N-CSR or N-Q, as applicable, for the Fund. Schedule of Investments Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures. In addition, our organization has: a. Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual fund. b. Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective. c. In addition, to the best of my knowledge there has been no fraud, whether, or not material, that involves our organization's management or other employees who have a significant role in our organization's control and procedures as they relate to our duties as subadviser to the Designated Series. I have read the draft of the Report which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such draft of the Report does not, with respect to the Designated Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Report. I have disclosed, based on my most recent evaluation, to the Designated Series' Chief Accounting Officer: a. All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser's internal controls and procedures which could adversely affect the Registrant's ability to record, process, summarize and report financial data with respect to the Designated Series in a timely fashion; b. Any fraud, whether or not material, that involves the Subadviser's management or other employees who have a significant role in the Subadviser's internal controls and procedures for financial reporting. I certify that to the best of my knowledge: a. The Subadviser's Portfolio Manager(s) has/have complied with the restrictions and reporting requirements of the Code of Ethics (the "Code"). The term Portfolio Manager is as defined in the Code. b. The Subadviser has complied with the Prospectus and Statement of Additional Information of the Designated Series and the Policies and Procedures of the Designated Series as adopted by the Designated Series Board of Trustees. c. I have no knowledge of any compliance violations except as disclosed in writing to the Phoenix Compliance Department by me or by the Subadviser's compliance administrator. d. The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Designated Series as outlined above. This certification relates solely to the Designated Series named above and may not be relied upon by any other fund or entity. The Subadviser does not maintain the official books and records of the above Designated Series. The Subadviser's records are based on its own portfolio management system, a record-keeping system that is not intended to serve as the Designated Series official accounting system. The Subadviser is not responsible for the preparation of the Report. _______________________________ __________________________ [Name of Subadviser] Date [Name of Authorized Signer] [Title of Authorized Signer] SCHEDULE F DESIGNATED SERIES Phoenix Growth Opportunities Fund EX-99 14 pxet77q3.txt EXHIBIT 77Q3 TO FORM N-SAR Registrant Name: Phoenix-Equity Trust File Number: 811-7455 Registrant CIK Number: 0001005020 Sub-Item 77Q3 Because the electronic format for filing Form NSAR does not provide adequate space for responding to Items 72DD1, 72DD2, 73A1, 73A2, 74U1, 74U2, 74V1, and 74V2 correctly, the correct answers are as follows: 72DD1/72DD2- Series 2 - Class A $760, Class C $0, Class I $0 Series 5 - Class A, Class B, Class C and Class I is zero Series 6 - Class A $457, Class B $29, Class C $65 Series 8 - Class A $6,741, Class B $97, Class C $27 Series 9 - Class A, Class B, Class C and Class I is zero. Series 10 - Class A $77, Class C $0, Class I $236 Series 11 - Class A, Class B, Class C is zero Series 12 - Class A, Class C and Class I is zero Series 13 - Class A, Class B, Class C is zero Series 14 - Class A, Class B, Class C and Class I is zero Series 15 - Class A, Class B, Class C and Class I is zero Series 16 - Class A $11,439, Class B $129, Class C $634 Series 17 - Class A, Class B, Class C is zero 73A1/73A2- Series 2 - Class A $0.03, Class C $0.00, Class I $0.00 Series 3 - Class A $0.4500, Class B $0.3720, Class C $0.3720, Class I $0.4770 Series 5 - Class A, Class B, Class C and Class I is zero Series 6 - Class A $0.0440, Class B $0.0210, Class C $0.0210 Series 8 - Class A $0.2320, Class B $0.1610, Class C $0.1610 Series 9 - Class A, Class B, Class C and Class I is zero Series 10 - Class A $0.0792, Class C $0, Class I $0.1100 Series 11 - Class A, Class B, Class C is zero Series 12 - Class A, Class C, Class I is zero Series 13 - Class A, Class B, Class C is zero Series 14 - Class A, Class B, Class C and Class I is zero Series 15 - Class A, Class B, Class C and Class I is zero Series 16 - Class A $0.1934, Class B $0.1400, Class C $0.1400 Series 17 - Class A, Class B, Class C is zero 74U1/74U2- Series 2 - Class A 23,421, Class C 6,775, Class I 5 Series 3 - Class A 2,847, Class B 429, Class C 153, Class I 5,045 Series 5 - Class A 5,897, Class B 375, Class C 564, Class I 0 Series 6 - Class A 10,113, Class B 1,060, Class C 2,945, Class I 1,376 Series 8 - Class A 29,163, Class B 557, Class C 211 Series 9 - Class A 6,795, Class B 810, Class C 431, Class I 99 Series 10 - Class A 1,286, Class C 219, Class I 4,831 Series 11 - Class A 2,695, Class B 493, Class C 414 Series 12 - Class A 927, Class C 20, Class I 650 Series 13 - Class A 6,525, Class B 1,187, Class C 3,154 Series 14 - Class A 1,368, Class B 116, Class C 468 Class I 2,174 Series 15 - Class A 14,011, Class B 736, Class C 427, Class I 596 Series 16 - Class A 60,802, Class B 913, Class C 4,607 Series 17 - Class A 25,461, Class B 578, Class C 218 74V1/74V2- Series 2 - Class A $22.27, Class C $21.87, Class I $22.27. Series 3 - Class A $10.21, Class B $10.01, Class C $10.04, Class I $10.32 Series 5 - Class A $12.76, Class B $10.35, Class C $10.35, Class I $0 Series 6 - Class A $16.47, Class B $15.71, Class C $15.72, Class I $16.49 Series 8 - Class A $8.59, Class B $8.65, Class C $8.73 Series 9 - Class A $14.78, Class B $13.09, Class C $13.07, Class I $14.80 Series 10 - Class A $10.25, Class C $9.65, Class I $9.67 Series 11 - Class A $30.28, Class B $27.73, Class C $27.72 Series 12 - Class A $9.15, Class C $9.03, Class I $9.19 Series 13 - Class A $11.46, Class B $10.11, Class C $10.11 Series 14 - Class A $14.76, Class B $14.03, Class C $14.05, Class I 15.02 Series 15 - Class A $9.50, Class B $8.48, Class C $8.49, Class I 9.54 Series 16 - Class A $13.19, Class B $13.13, Class C $13.12 Series 17 - Class A $15.00, Class B $13.61, Class C $14.85 -----END PRIVACY-ENHANCED MESSAGE-----