EXHIBIT (13)(j)(1)
AMENDED AND RESTATED
CODE OF ETHICS
AMENDED AND RESTATED
CODE OF ETHICS
PHOENIX FUNDS
PHOENIX INSTITUTIONAL MUTUAL FUNDS
PHOENIX-ENGEMANN FUNDS
PHOENIX-PARTNERS FUNDS
THE PHOENIX EDGE SERIES FUND
1. Statement of Ethical Principles
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These principles apply to all Access Persons of each Phoenix advisory
and broker-dealer subsidiary in their management and administration of
the Phoenix Family of Funds (Phoenix Funds). Phoenix Investment
Counsel, Inc., Duff & Phelps Investment Management Co, Engemann Asset
Management, Seneca Capital Management LLC, Phoenix/Zweig Advisers LLC,
Phoenix Equity Planning Corporation, and PXP Securities Corporation are
related subsidiaries, which currently provide services to the Phoenix
Funds and certain subaccounts of The Phoenix Edge Series Fund. To the
extent necessary, each subsidiary may impose further limitations on
personal trading subject to notifying Counsel and the Compliance
Officer of the Phoenix Funds.
When Fund 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. Definitions
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A. "Fund" means each and every investment company, or series
thereof, or other institutional account managed by the
Adviser, individually and collectively.
B. "Access Person" means any Trustee, officer, general
partner, or Advisory Person of the Fund or its adviser.
Disinterested Trustees are considered to be Non-Access Persons
and are not subject to the personal securities trading and
reporting requirements set forth under the code. The
Compliance Department shall maintain a list of the Fund's
Access Persons.
C. "Advisory Person" means (i) any employee of the Fund or of
any company in a control relationship to the Fund, who, in
connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the purchase
or sale of securities by the Fund, or whose functions relate
to the making of any recommendations with respect to such
purchases or sales; and (ii) any natural person in a control
relationship to the Fund who obtains information concerning
recommendations made to
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the Fund with regard to the purchase of sale of securities by
the Fund. This grouping customarily includes the Portfolio
Manager and other investment personnel comprising an
investment team, such as an analyst or trader, who provide
information and advice that enter into the investment decision
to buy or sell a security on behalf of the Fund.
D. A security is "being considered for purchase or sale" when
a recommendation to purchase or sell a security has been made
and communicated and, with respect to the Advisory Person
making the recommendation, when such person seriously
considers making such a recommendation.
E. "Beneficial ownership" shall be interpreted in the same
manner as it would be under Rule 16a-1(a)(2) under the
Securities Exchange Act of 1934 in determining whether a
person is the beneficial owner of a security for purposes of
Section 16 of the Securities Exchange Act of 1934 and the
rules and regulations thereunder.
F. "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the Investment Company Act, as amended.
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 Investment Company Act, as amended.
H. "Initial Public Offering" means a public sale of an issue
not previously offered to the public.
I. "Managed Fund" shall mean those Funds, individually and
collectively, for which the Portfolio Manager makes buy and
sell decisions.
J. "Portfolio Manager" means the person (or one of the
persons) entrusted with the day-to-day management of the
Fund's portfolio.
K. "Private Placement" shall have the same meaning as that set
forth in Section 4(2) of the Securities Exchange Act.
L. "Purchase or sale of a security" includes inter alia, the
writing of an option or the purchase or sale of a security
that is exchangeable for or convertible into, a security that
is held or to be acquired by a Fund.
M. "Security" shall have the meaning set forth in Section
2(a)(36) of the Investment Company Act, as amended, except
that it shall not include securities issued by the Government
of the United States, bankers' acceptances, bank certificates
of deposit, commercial paper and shares of registered open-end
investment companies.
3. Exempted Transactions
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The prohibitions of Section 4 of this Code shall not apply to:
A. Purchases or sales effected in any account over which the
Access Person has no direct or indirect influence or control
in the reasonable estimation of the Compliance Officer.
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B. Purchases or sales of securities (1) not eligible for
purchase or sale by the Fund; or (2) 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 Access Person or the Fund.
D. Purchases of shares necessary to establish an automatic
dividend reinvestment plan or pursuant to an automatic
dividend reinvestment plan, and subsequent sales of such
securities.
E. Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities,
to the extent such rights were acquired from such issuer, and
sales of such rights so acquired.
F. Purchase or sale of securities issued under an employee
stock purchase or incentive program unless otherwise
restricted.
4. Prohibited Activities
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A. IPO Rule: No Access Person may purchase securities in an
Initial Public Offering, except with the prior approval of the
Compliance Department. This rule also applies to IPO's offered
through the Internet.
B. Private Placement Rule: No Access Person may purchase
securities in a Private Placement unless the Compliance
Department has approved such purchase. 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.
C. Preclearance Rule: No Access Person may purchase or sell a
security unless the Compliance Department has precleared such
purchase or sale. Preclearance is required prior to executing
a trade through a personal Internet brokerage account.
Preclearance is required for ALL transactions in options,
puts, calls and well-known stock indices (e.g. the S&P 500).
Preclearance is valid through the business day next following
the day preclearance is given.
Exceptions: The following securities transactions do not
require preclearance. These exceptions do not apply to
transactions in options:
1. Purchases or sales of up to 500 shares of
securities of issuers ranked in the Standard
& Poor's 500 Composite Stock Index (S&P 500)
at the time of purchase or sale. The
Compliance Department maintains this list on
the Intranet web site and updates it after
the end of each quarter.
2. Purchase orders sent directly to the issuer
via mail (other than in connection with a
Private Placement) or sales of such
securities which are redeemed directly by
the issuer via mail.
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NOTE: THE COMPLIANCE DEPARTMENT MAY DENY APPROVAL OF ANY
TRANSACTION REQUIRING PRECLEARANCE UNDER THIS PRECLEARANCE
RULE, EVEN IF NOMINALLY PERMITTED UNDER THIS CODE OF ETHICS,
IF IT IS BELIEVED 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.
D. Open Order Rule: No Access Person may purchase or sell,
directly or indirectly, any security in which he has, or by
reason of such transaction acquires, any direct or indirect
beneficial ownership, when 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
securities of issuers in the S&P 500 at the
time of the transaction.
2. Purchases or sales approved by the
Compliance Department in his/her discretion.
ANY PROFITS REALIZED ON A PERSONAL TRADE IN VIOLATION OF THIS
SECTION 4D MUST BE DISGORGED.
E. Blackout Rule: If a Portfolio Manager's Managed Fund holds
a security that is the subject of a proposed personal trade by
that Portfolio Manager, the Portfolio Manager is prohibited
from buying or selling such security within 7 calendar days
before and after the Managed Fund trades in such security.
Exceptions: The following securities transactions are exempt
from the Blackout Rule:
1. Purchases or sales of up to 500 shares of
securities of issuers in the S&P 500 at the
time of the transaction.
2. Purchases or sales approved by the
Compliance Department in his/her discretion.
ANY PROFITS REALIZED BY A PORTFOLIO MANAGER ON A PERSONAL
TRADE IN VIOLATION OF THIS SECTION 4E MUST BE DISGORGED.
F. Holding Period Rule: Access Persons must hold each
Security, for a period of not less than sixty (60) days,
whether or not the purchase of such Security was an exempt
transaction under any other provision of Section 4.
ANY PROFITS REALIZED ON TRADING IN CONTRAVENTION OF THIS
POLICY MUST BE DISGORGED.
G. 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.
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H. No Advisory Person shall serve on the board of directors of
a publicly traded company without prior authorization from
Counsel or the Compliance Officer of the Fund. If board
service is authorized, such Advisory Person shall have no role
in making investment decisions with respect to the publicly
traded company.
I. 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/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 MONEY MARKET FUNDS OR CERTAIN
OTHER FUNDS DESIGNED TO PERMIT SHORT TERM INVESTMENT, NOR
SHALL THE RESTRICTIONS 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.
J. NO ADVISORY PERSON SHALL DIVULGE OR ACT UPON ANY MATERIAL,
NON-PUBLIC INFORMATION, AS SUCH TERM IS DEFINED UNDER RELEVANT
SECURITIES LAWS.
5. Compliance Procedures
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A. All Access Persons shall direct their brokers to supply, at
the same time that they are sent to the Access Person, a copy
of the confirmation for each personal securities trade and a
copy of each periodic account statement to the Compliance
Department.
B. Every Access Person shall report to the Fund the
information described in Section 5D of this Code with respect
to transactions in any security in which such Access Person
has, or by reason of such transaction acquires, any direct or
indirect beneficial ownership in the security; provided,
however, that an Access Person shall not be required to make a
report with respect to transactions effected for any account
over which such person does not have any direct or indirect
influence.
C. A Disinterested Trustee of the Fund need only report a
transaction in a security if such Trustee, at the time of that
transaction knew or, in the ordinary course of fulfilling his
official duties as a Trustee of the Fund, should have known
that, (1) during the 15-day period immediately preceding or
after the date of the transaction by the Trustee, such
security was purchased or sold by the Fund or (2) such
security was being considered for purchase or sale by the
Fund.
D. Every report required pursuant to Section 5B 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) The date of the transaction, the title and the
number of shares, and the principal amount of each
security involved;
(ii) The nature of the transaction (i.e., purchase,
sale, or any other type of acquisition or
disposition);
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(iii) The price at which the transaction was
effected;
(iv) The name of the broker, dealer or bank with or
through whom the transaction was effected; and
(v) The date of approval of the transaction and the
person who approved it as required by Section 4B or C
above.
E. Each Access Person shall submit a report listing all
personal securities holdings to the Compliance Department upon
the commencement of service and annually thereafter. The
annual report shall be as of December 31 and include a
certification by the Access Person that he or she has read and
understood the Code of Ethics and has complied with the Code's
requirements. The annual report and certification will be
submitted to the Compliance Department by January 30. This
requirement does not apply to a Disinterested Trustee.
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. The Compliance Officer shall submit an annual report to the
Fund's Board of Trustees that summarizes the current Code of
Ethics procedures, identifies any violations requiring
significant remedial action, and recommends appropriate
changes to the Code, if any.
H. Any Access Person shall immediately report any potential
violation of this Code of which he or she becomes aware to the
Compliance Department.
6. Sanctions
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Upon discovering a violation of this Code, the Board of Trustees of the
Fund, in addition to any remedial action already taken by the
respective adviser or related entity, 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.
(Revised May 2004)
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