Exhibit 13(j)
Code of Ethics Amended and Restated
(Effective 01/01/04)
CODE OF ETHICS
AMENDED AND RESTATED
PURSUANT TO RULE 17j-1 OF 1940 ACT
THE PHOENIX EDGE SERIES FUND
PHOENIX VARIABLE ADVISORS, INC.
This Code of Ethics applies to The Phoenix Edge Series Fund ("PESF" or the
"Fund") and to Phoenix Variable Advisors, Inc. ("PVA") (an "Adviser"), in the
capacity as investment adviser to the Fund and as registered investment adviser
(the Fund and the Adviser are referred to as the "Companies," and each, a
"Company"), and to their Access Persons as defined below.
Access Persons of Phoenix Investment Counsel, Inc., Duff & Phelps Investment
Management Company, Roger Engemann & Associates, Inc., and Seneca Capital
Management LLC, all of which are investment advisers and subadvisers to the Fund
that are affiliated with PVA by virtue of their being under common control, are
governed by a separate Code of Ethics (the "Phoenix Code") which has been
adopted by each of those entities. Access Persons of the investment advisers and
subadvisers to the Fund that are not affiliated with PVA (the "Unaffiliated
Adviser") are governed by the Code of Ethics of the respective Unaffiliated
Adviser.
NOTWITHSTANDING THE ABOVE, THE PROHIBITIONS IN SECTION 2 BELOW ARE IMPOSED BY
RULE 17j-1, AND APPLY TO ALL AFFILIATED PERSONS OF THE FUND AND ITS INVESTMENT
ADVISERS AND SUBADVISERS, WHETHER OR NOT THEY ARE GOVERNED BY THIS CODE OF
ETHICS.
1. STATEMENT OF ETHICAL PRINCIPLES
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The Companies hold their employees to a high standard of
integrity and business practices. In serving their respective
shareholders and clients, the Companies strive to avoid
conflicts of interest or the appearance of conflicts of
interest in connection with the personal trading activities of
their employees and the Fund's securities transactions.
While affirming their confidence in the integrity and good
faith of all of their employees, officers, trustees, and
directors, the Companies recognize that the knowledge of
present or future portfolio transactions or the power to
influence portfolio transactions, if held by such individuals,
could place them in a position where their personal interests
might conflict with the interests of the Fund, if they were to
trade in securities eligible for investment by the Fund.
In view of the foregoing and of the provisions of Rule 17j-1
under the Investment Company Act of 1940, as amended (the
"1940 Act"), each Company has determined to adopt this Code of
Ethics to specify and prohibit certain types of transactions
deemed to create conflicts of interest (or at least the
potential for or the appearance of such a conflict) and to
establish reporting requirements and enforcement procedures.
When Access Persons covered by the terms of this Code of
Ethics engage in personal securities transactions, they must
adhere to the following general principles as well as to the
Code's specific provisions:
(a) At all times, the interests of Fund shareholders must be
paramount;
(b) Personal transactions must be conducted consistent with this
Code of Ethics in a manner that avoids any actual or potential
conflict of interest; and
(c) No inappropriate advantage should be taken of any position of
trust and responsibility.
2. UNLAWFUL ACTIONS
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It is unlawful for any affiliated person of the Fund or any of its
investment advisers, in connection with the purchase or sale, directly
or indirectly, by the person of a Security Held or to be Acquired by
the Fund:
(a) to employ any device, scheme or artifice to defraud the Fund;
(b) to make any untrue statement of a material fact to the Fund or
omit to state a material fact necessary in order to make the
statements made to the Fund, in light of the circumstances
under which they are made, not misleading;
(c) to engage in any act, practice or course of business that
operates or would operate as a fraud or deceit on the Fund; or
(d) to engage in any manipulative practice with respect to the
Fund.
3. DEFINITIONS
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(a) "Access Person" means any (i) director, trustee, officer, or
general partner of the Fund or an Adviser; (ii) any temporary
or permanent employee of the Fund or an Adviser (or of any
company in a control relationship to the Fund or an Adviser),
who, in connection with his or her regular functions or
duties, makes, participates in or obtains information
regarding the purchase or sale of Covered Securities by the
Fund, or whose functions relate to the making of any
recommendations with respect to such purchases or sales; and
(iii) any natural person in a control relationship to the Fund
or an Adviser who obtains information concerning
recommendations made to the Fund with regard to the purchase
or sale of Covered Securities by the Fund.
The Compliance Officer of the Fund shall maintain a list of
the Fund's Access Persons.
(b) "Affiliated person" has the same meaning as in Section 2(a)(3)
of the 1940 Act.
(c) "Beneficial ownership" shall be interpreted in the same manner
as it would be under Rule 16a-1(a)(2) in determining whether a
person is the beneficial owner of a security for purposes of
Section 16 of the Securities Exchange Act of 1934 (the
"Exchange Act") and the rules and regulations thereunder. A
copy of Rule 16a-1(a)(2) is attached to this Code of Ethics.
Generally, beneficial ownership means having or sharing,
directly or indirectly through any contract, arrangement,
understanding, relationship, or otherwise, a direct or
indirect "pecuniary interest" in the security. For the
purposes hereof,
(i) "Pecuniary interest" means the opportunity, directly
or indirectly, to profit or share in any profit
derived from a transaction in the securities.
(ii) "Indirect pecuniary interest" includes, but is not
limited to: (a) securities held by members of the
person's "immediate family" (this means any child,
child-in-law, stepchild, grandchild, parent,
parent-in-law, stepparent, grandparent, spouse,
sibling, or sibling-in-law and includes adoptive
relationships) sharing the same household (which
ownership interest may be rebutted); (b) a general
partner's proportionate interest in portfolio
securities held by a general or limited partnership;
(c) a person's right to dividends that is separated
or separable from the underlying securities
(otherwise, a right to dividends alone will not
constitute a pecuniary interest in securities); (d) a
person's interest in securities held by a trust; (e)
a person's right to acquire securities through the
exercise or conversion of any derivative security,
whether or not presently exercisable; and (f) a
performance-related fee, other than an asset based
fee, received by any broker, dealer, bank, insurance
company, investment company, investment manager,
trustee, or person or entity performing a similar
function, with certain exceptions (see Rule ---
16a-1(a)(2)).
(d) "Compliance officer" refers to the Fund's Compliance Officer
or any person designated by the Fund to perform compliance
functions.
(e) "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the 1940 Act, as amended.
(f) "Covered Security" means all securities except securities that
are direct obligations of the Government of the United States,
bankers' acceptances, bank certificates of deposit, commercial
paper and shares of registered open-end investment companies,
and shares issued by open-end mutual funds.
(g) "Disinterested Trustee" means a Trustee of a Fund who is not
an "interested person" of the Fund within the meaning of
Section 2(a)(19) of the 1940 Act.
(h) "Fund" means PESF. It also includes each and every investment
company, or series thereof, or other client account managed by
PVA or PAIA, individually and collectively.
(i) "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933, as amended, the
issuer of which, immediately before the registration, was not
subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act.
(j) "Investment Personnel" of the Fund or an Adviser means: (i)
any employee of the Fund or Adviser (or of any company in a
control relationship to the Fund or Adviser) who, in
connection with his or her regular functions or duties, makes
or participates in making recommendations regarding the
purchase or sale of securities by the Fund; and (ii) any
natural person who controls the Fund or an Adviser and who
obtains information concerning recommendations made to the
Fund regarding the purchase or sale of securities by the Fund.
Investment Personnel includes any Portfolio Manager or other
investment person, such as an analyst or trader, who provides
information and advice to a Portfolio Manager or assists in
the execution of the investment decisions.
(k) "Limited Offering" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to
Section 4(2) or Section 4(6) thereof, or pursuant to Rule 504,
Rule 505, or Rule 506 thereunder.
(l) "Managed Portfolio" shall mean those Funds, individually and
collectively, for which the Portfolio Manager makes buy and
sell decisions. For PESF and other registered investment
companies operating as series companies, Managed Portfolio
shall include only the series for which the Portfolio Manager
serves as Portfolio Manager.
(m) "Portfolio Manager" means the person entrusted to make or
participate in the making of the buy and sell decisions for a
Fund, or series thereof.
(n) "Purchase or sale of a security" includes, among other things,
the writing of an option to purchase or sell a security or the
purchase or sale of a security that is exchangeable for or
convertible into a security.
(o) "Security" shall have the meaning set forth in Section
2(a)(36) of the Investment Company Act, as amended.
(p) "Security Held or to be Acquired" by a Fund means:
(i) any Covered Security which, within the most recent 15
days:
(A) is or has been held by the Fund; or
(B) is being or has been considered by the Fund or
any of its investment advisers for purchase by
the Fund; and
(ii) any option to purchase or sell, and any security
convertible into or exchangeable for, a Covered Security
described in paragraph (p)(i) of this Section.
A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made
and communicated and, with respect to the Investment Personnel
making the recommendation, when such person seriously
considers making such a recommendation.
4. EXEMPTED TRANSACTIONS
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The preclearance prohibitions of Section 5 of this Code, except for
paragraphs (a) and (b) of Section 5 relating to IPOs and Limited
Offerings, shall not apply to:
(a) Purchases or sales effected in any account over which the
Investment Personnel has no direct or indirect influence or
control in the reasonable estimation of the Compliance
Officer.
(b) Purchases or sales of securities: (i) not eligible for
purchase or sale by the Fund; or (ii) specified from time to
time by the Trustees, subject to such rules, if any, as the
Trustees shall specify.
(c) Purchases or sales which are non-volitional on the part of
either the Investment Personnel or the Fund.
(d) Purchases of shares necessary to establish an automatic
dividend reinvestment plan or pursuant to an automatic
dividend reinvestment plan, and subsequent sales of such
securities.
(e) Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities,
to the extent such rights were acquired from such issuer, and
sales of such rights so acquired.
5. PROHIBITED ACTIVITIES
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(a) IPO Rule: No Investment Personnel may directly or indirectly
acquire beneficial ownership in any securities in an Initial
Public Offering (including IPOs offered through the Internet),
except with the prior written approval of the Compliance
Officer of the Fund.
(b) Limited Offering Rule: No Investment Personnel may directly or
indirectly acquire beneficial ownership in any securities in a
Limited Offering except with the prior written approval of the
Compliance Officer of the Fund. Any such approved purchase
should be disclosed to the Fund if that issuer's securities
are being considered for purchase or sale by the Fund, and the
Fund's decision to purchase or sell should be subject to
independent review by Investment Personnel with no interest in
the issuer.
(c) The Compliance Officer will make a record of any decision, and
the reasons supporting the decision, to grant approval for
transactions in IPOs and Limited Offerings, and will maintain
these records for at least five years after the end of the
fiscal year in which the approval is granted.
(d) Preclearance Rule: No Investment Personnel may directly or
indirectly acquire or dispose of beneficial ownership in a
Covered Security unless such transaction has been precleared
by the Compliance Officer of the Fund. Preclearance is valid
through the business day next following the day preclearance
is given.
(e) The Compliance Officer will monitor investment activity by the
Investment Personnel involving the precleared transaction.
NOTE: THE COMPLIANCE OFFICER OF THE FUND MAY DENY APPROVAL OF ANY
TRANSACTION REQUIRING PRECLEARANCE UNDER THIS PRECLEARANCE RULE, EVEN
IF THE TRANSACTION IS NOMINALLY PERMITTED UNDER THIS CODE OF ETHICS, IF
HE OR SHE REASONABLY BELIEVES THAT DENYING PRECLEARANCE IS NECESSARY
FOR THE PROTECTION OF A FUND. ANY SUCH DENIAL MAY BE APPEALED TO THE
FUND'S COUNSEL. THE DECISION OF COUNSEL SHALL BE FINAL.
(f) Open Order Rule: No Investment Personnel may directly or
indirectly acquire or dispose of beneficial ownership in any
Covered Security on a day during which a Fund has a pending
"buy" or "sell" order for that security of the same type
(i.e., buy or sell) as the proposed personal trade, until the
Fund's order is executed or withdrawn.
Exceptions: The following securities transactions are exempt from the
Open Order Rule:
1. Purchases or sales of up to 500 shares of an issuer
ranked in the Standard & Poor's 500 Composite Stock
Index (S&P 500) at the time of purchase or sale
and/or securities with a market capitalization over
$10 billion as of the most recent fiscal quarter. The
Compliance Officer of the Fund shall make available
an updated list of such issuers quarterly.
2. Purchases or sales approved by the Compliance Officer
of the Fund in his/her discretion.
ANY PROFITS REALIZED ON A PERSONAL TRADE IN VIOLATION OF THIS SECTION
5(f) MUST BE DISGORGED AT THE REQUEST OF THE FUND.
(g) Blackout Rule: No Portfolio Manager may directly or indirectly
acquire or dispose of beneficial ownership in a Covered
Security within seven calendar days before and after a Managed
Portfolio trades in that Security.
Transactions permitted under the Blackout Rule must also satisfy the
Open Order Rule and the Preclearance Rule, if and to the extent the
transaction is not covered by exceptions to those rules.
ANY PROFITS REALIZED BY A PORTFOLIO MANAGER ON A PERSONAL TRADE IN
VIOLATION OF THIS SECTION 5(g) MUST BE DISGORGED AT THE REQUEST OF THE
FUND.
(h) Ban on Short-term Trading Profits. No Investment Personnel may
profit in the purchase and sale, or sale and purchase, any of
the same (or equivalent) securities within 60 calendar days.
(i) Gifts. No Access Person shall annually accept any gift or
other item of more than $100 in value from any person or
entity that does business with or on behalf of the Fund.
(j) Service as Director. No Investment Personnel shall serve on
the board of directors of a publicly traded company without
prior authorization by the President or the Compliance Officer
of the Fund. If board service is authorized, such Investment
Personnel shall have no role in making investment decisions
with respect to the publicly traded company.
(k) No Portfolio Manager shall engage in excessive trading or
market timing activities with respect to any mutual fund
whether or not such mutual fund is managed by such
Adviser/Subadvisor or any affiliated adviser or subadvisor.
For the purposes of the foregoing, "market timing" shall be
defined as a purchase and redemption, regardless of size, in
and out of the same mutual fund within any sixty (60) day
period. The foregoing restrictions shall not apply to
Portfolio Managers investing in mutual funds through asset
allocation programs, automatic reinvestment programs, 401(k)
and similar retirement accounts and any other non-volitional
investment vehicles. Portfolio Managers shall provide
quarterly certifications as to their compliance with this
restriction.
(l) No Advisory Person shall divulge or act upon any material,
non-public information, as such term is defined under relevant
securities laws.
6. REPORTING AND COMPLIANCE PROCEDURES
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(a) All Access Persons (other than Disinterested Trustees) shall
direct their brokers to supply, at the same time that they are
sent to the Access Person, a copy of the confirmation for each
personal securities trade and a copy of each periodic account
statement to the Fund's Compliance Officer.
(b) Every Access Person shall report to the Fund the information
described in Section 6(c) of this Code with respect to
transactions in any Covered Security in which such Access
Person has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership in the Covered
Security, provided that
(i) a Disinterested Trustee of the Fund need not report a
transaction in a security unless the Trustee knew or,
in the ordinary course of fulfilling his or her
official duties as a Fund Trustee, should have known
that during the 15-day period immediately before or
after the Trustee's transaction in a Covered
Security, the Fund purchased or sold the Covered
Security or the Fund or any of its investment
advisers or subadvisers considered purchasing or
selling the Covered Security, and
(ii) An Access Person need not make a quarterly report
under this Section 6(b) if the report would duplicate
information contained in broker trade confirmations
or account statements received by the Fund's
Compliance Officer under Section 6(a) with respect to
the Access Person in the time period required by
Section 6(c), if all of the information required in
Section 6(c) is contained in those confirmations and
statements.
(c) Every report required pursuant to Section 6(b) above shall be
made not later than 10 days after the end of the calendar
quarter in which the transaction to which the report relates
was effected, and shall contain the following information:
(i) with respect to any transaction during the quarter in
a Covered Security in which the Access Person had or
acquired any direct or indirect beneficial ownership:
(A) The date of the transaction, the title and
the number of shares, the maturity date, the
interest rate and the principal amount of
each Covered Security involved;
(B) The nature of the transaction (i.e.,
purchase, sale, or any other type of
acquisition or disposition);
(C) The price of the Covered Security at which
the transaction was effected;
(D) The name of the broker, dealer or bank with
or through whom the transaction was
effected; and
(E) The date of approval of the transaction and
the person who approved it as required by
Section 5(a), (b), or (d) above.
(ii) with respect to any amount established by the Access
Person in which Securities were held during the
quarter for the direct or indirect benefit of the
Access Person:
(A) The name of the broker, dealer, or bank with
whom the Access Person established the
account;
(B) The date the account was established; and
(iii) the date the report is submitted by the Access
Person.
(d) No later than 10 days after becoming an Access Person, and
annually thereafter on or before January 30 of each year, each
Access Person (other than Disinterested Trustees) must submit
to the Compliance Officer a report of his or her personal
securities holdings (the "Initial Holdings Report" and the
"Annual Holdings Report", respectively), which must include
the following information (the Applicable Date for the Initial
Holdings Report is the date the person became an Access
Person; the Applicable Date for the Annual Holdings Report
must be a date no earlier than December 31 of the prior year):
(i) The title, number of shares and principal amount of
each Covered Security in which the Access Person had
any direct or indirect beneficial ownership as of the
Applicable Date.
(ii) The name of any broker, dealer or bank with whom the
Access Person maintained an account in which
securities were held for the direct or indirect
benefit of the Access Person as of the Applicable
Date.
(iii) The date the report is submitted by the Access
Person.
(e) Each Access Person shall submit annually to the Compliance
Officer a certification by the Access Person that he or she
has read and understood the Code of Ethics, has complied with
the Code's requirements, and has disclosed or reported all
personal securities transactions required to be disclosed or
reported pursuant to the Code's requirements. The
certification will be submitted to the Compliance Officer by
January 30 of each year.
(f) Any report made under this Section 5 may contain a statement
that the report shall not be construed as an admission by the
person making such report that he or she has any direct or
indirect beneficial ownership in the security to which the
report relates.
(g)(i) The Compliance Officer shall furnish to the Fund's Board of
Trustees annually, and the Board will consider, a written
report that
(A) Summarizes the current procedures under the
Code of Ethics;
(B) Describes any issues arising from the Code
of Ethics or procedures since the last
report to the Board, including, but not
limited to, information
about material violations of the Code or
procedures and sanctions imposed in response
to the material violations; and
(C) Certifies that the Fund or the Adviser, as
applicable, has adopted procedures
reasonably necessary to prevent Access
Persons from violating the Code.
(ii) The Compliance Officer shall obtain from each
investment adviser and subadviser to the Fund whose
Access Persons are governed by its own Code of
Ethics, a written report including the information
and certification required in (B) and (C) above with
respect to that Code.
(iii) The Board will consider all of these reports.
(h) Any Access Person shall immediately report any potential
violation of this Code of which he or she becomes aware to the
Fund's Compliance Officer.
(i) An Access Person need not make reports under this Section 6
with respect to transactions effected for any account over
which such person does not have any direct or indirect
influence or control.
(j) The Compliance Officer will review all reports and other
information submitted under this Section 6. This review will
include such comparisons with trading records of the Fund as
are necessary or appropriate to determine whether there have
been any violations of the Code.
(k) The Compliance Officer will maintain a list of all Access
Persons who are required to make reports under the Code, and
shall inform those Access Persons of their reporting
obligations. The Compliance Officer shall promptly notify any
Access Person when any report has not been filed on a timely
basis.
7. SANCTIONS
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Upon discovering a violation of this Code, the Board of
Trustees of the Fund may impose such sanctions as it deems
appropriate, including inter alia, a letter of censure or
suspension or termination of employment, or suspension of
personal trading privileges for such period as it may deem
appropriate.
8. EXCEPTIONS
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The Compliance Officer, in consultation with counsel, may
grant written exceptions to provisions of the Code based on
equitable considerations. The exceptions may be granted to
individuals or classes of individuals with respect to
particular transactions, classes of transactions or all
transactions, and may apply to past as well as future
transactions, provided, however, that no exception will be
granted where the exceptions would result in a violation of
Rule 17j-1. To the extent any such exception relates to an
Access Person of a Fund, the exception will be reported to the
Fund's Board at its next regularly scheduled meeting.
9. OTHER CODES OF ETHICS
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This Code of Ethics does not amend or supercede any other
Code(s) of Ethics that may affect the duties and obligations
of any person affected hereby.