THE PHOENIX EDGE SERIES FUND
CODE OF CONDUCT FOR
EXECUTIVE AND SENIOR FINANCIAL OFFICERS
The Phoenix Edge Series Fund ("Fund") is committed to conducting
business in accordance with applicable laws, rules and regulations and the
highest standards of business ethics, and to full and accurate disclosure --
financial and otherwise -- in compliance with applicable law. This Code of
Conduct, applicable to the Fund's President, Chief Financial Officer and
Treasurer (or persons performing similar functions) (together, "Senior
Officers"), sets forth policies to guide you in the performance of your duties.
As a Senior Officer, you must comply with applicable law. You also have
a responsibility to conduct yourself in an honest and ethical manner. You have
leadership responsibilities that include creating a culture of high ethical
standards and a commitment to compliance, maintaining a work environment that
encourages the internal reporting of compliance concerns and promptly addressing
compliance concerns.
This Code of Conduct recognizes that the Senior Officers are subject to
certain conflicts of interest inherent in the operation of investment companies,
because the Senior Officers (in addition to their role as senior officers of the
Fund) currently or may in the future serve as officers or employees of a Phoenix
investment advisor(1) (the "Advisor"). This Code of Conduct also recognizes that
certain laws and regulations applicable to, and certain policies and procedures
adopted by the Fund, the Advisor or Phoenix govern your conduct in connection
with many of the conflict of interest situations that arise in connection with
the operations of the Fund, including:
o the Investment Company Act of 1940, as amended, and the rules and
regulation promulgated thereunder by the Securities and Exchange
Commission (the "1940 Act");
o the Investment Advisers Act of 1940, as amended, and the rules and
regulations promulgated thereunder by the Securities and Exchange
Commission (the "Advisers Act");
o the Code of Ethics adopted by the Fund pursuant to Rule 17j-1(c) under
the 1940 Act (the "Fund Code of Ethics");
o one or more codes of ethics adopted by the Advisor that have been
reviewed and approved by those trustees (the "Trustees") of the Fund
that are not "interested persons" of the Fund (the "Independent
Trustees") within the meaning of the 1940 Act (the "Advisor Code of
Ethics" and, together with the Fund Code of Ethics, the "1940 Act Codes
of Ethics");
o the policies and procedures adopted by the Fund to address conflict of
interest situations, such as procedures under Rule 10f-3 and Rule 17a-7
under the 1940 Act (collectively, the "Fund Policies"); and
o each Advisor's general policies and procedures to address, among other
things, conflict of interest situations and related matters
(collectively, the "Advisor Policies").
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(1) Phoenix Variable Advisors, Inc. ("PVA") and Goodwin Capital Advisers,
Inc. ("Goodwin").
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The provisions of the 1940 Act, the Advisers Act, the 1940 Act Code of Ethics,
the Fund Policies and Procedures and the Advisor Policies and Procedures are
referred to herein collectively as the "Additional Conflict Rules".
This Code of Conduct is different from, and is intended to supplement,
the Additional Conflict Rules. Accordingly, a violation of the Additional
Conflict Rules by a Senior Officer is hereby deemed not to be a violation of
this Code of Conduct, unless and until the Board of Trustees of the Fund (the
"Board") shall determine that any such violation of the Additional Conflict
Rules is also a violation of this Code of Conduct.
SENIOR OFFICERS SHOULD ACT HONESTLY AND CANDIDLY
Each Senior Officer has a responsibility to the Fund to act with
integrity. Integrity requires, among other things, being honest and candid.
Deceit and subordination of principle are inconsistent with integrity.
Each Senior Officer must:
o act with integrity, including being honest and candid while still
maintaining the confidentiality of information where required by law or
the Additional Conflict Rules;
o comply with the laws, rules and regulations that govern the conduct of
the Fund's operations and report any suspected violations thereof in
accordance with the section below entitled "Compliance With Code Of
Conduct"; and
o adhere to a high standard of business ethics.
CONFLICTS OF INTEREST
A conflict of interest for the purpose of this Code of Conduct occurs
when your private interests interfere in any way, or even appear to interfere,
with the interests of the Fund. Senior Officers are expected to use objective
and unbiased standards when making decisions that affect the Fund, keeping in
mind that Senior Officers are subject to certain inherent conflicts of interest
because Senior Officers of the Fund also are or may be officers of another
investment advisor, other mutual funds, and/or Phoenix Life Insurance Company,
PHL Variable Insurance Company and Phoenix Life and Annuity Company (as a result
of which it is incumbent upon you to be familiar with and to seek to comply with
the Additional Conflict Rules).
You are required to conduct the business of the Fund in an honest and
ethical manner, including the ethical handling of actual or apparent conflicts
of interest between personal and business relationships. When making any
investment, accepting any position or benefits, participating in any transaction
or business arrangement or otherwise acting in a manner that creates or appears
to create a conflict of interest with respect to the Fund where you are
receiving a personal benefit, you should act in accordance with the letter and
spirit of this Code of Conduct.
If you are in doubt as to the application or interpretation of this
Code of Conduct to you as a Senior Officer of the Fund, you should make full
disclosure of all relevant facts and circumstances to the Chief Compliance
Officer of the Fund (the "Chief Compliance Officer") and obtain the prior
approval of the Chief Compliance Officer prior to taking action.
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Some conflict of interest situations that should always be approved by
the Chief Compliance Officer, if material, include the following:
o the receipt of any entertainment or non-nominal gift by the Senior
Officer, or a member of his or her family, from any service provider
with which the Fund has current or prospective business dealings (other
than the Advisor or Phoenix), unless such entertainment or gift is
business related, reasonable in cost, appropriate as to time and place,
and not so frequent as to raise any question of impropriety;
o any ownership interest in, or any consulting or employment relationship
with, any of the Fund's service providers, other than the Advisor or
Phoenix; or
o a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Fund for effecting portfolio
transactions or for selling or redeeming shares other than an interest
arising from the Senior Officer's employment by the Advisor or Phoenix,
such as compensation or equity ownership.
DISCLOSURES
It is the policy of the Fund to make full, fair, accurate, timely and
understandable disclosure in compliance with all applicable laws and regulations
in all reports and documents that the Fund files with, or submits to, the
Securities and Exchange Commission or national securities exchange and in all
other public communications made by the Fund. As a Senior Officer, you are
required to promote compliance with this policy and to abide by the Fund's
standards, policies and procedures designed to promote compliance with this
policy.
Each Senior Officer must:
o familiarize himself or herself with the disclosure requirements
applicable to the Fund as well as the business and financial operations
of the Fund; and
o not knowingly misrepresent, or cause others to misrepresent, facts
about the Fund to others, including to the Trustees, the Fund's
independent auditors, the Fund's counsel, counsel to the Independent
Directors, governmental regulators or self-regulatory organizations.
COMPLIANCE WITH CODE OF CONDUCT
If you know of or suspect a violation of this Code of Conduct or other
laws, regulations, policies or procedures applicable to the Fund, you must
report that information on a timely basis to the Chief Compliance Officer or
report it anonymously by following the "whistle blower" policies adopted by the
Fund from time to time. For the purposes hereof, the Fund has endorsed usage of
the Phoenix confidential, 24-hour toll-free telephone help line at
1-800-813-8180 and shall require The Phoenix Companies, Inc.'s Chief Compliance
Officer to report any calls made to such number affecting a Series or the Fund
on a quarterly basis, unless the information requires more current reporting. NO
ONE WILL BE SUBJECT TO RETALIATION BECAUSE OF A GOOD FAITH REPORT OF A SUSPECTED
VIOLATION.
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The Fund will follow these procedures in investigating and enforcing
this Code of Conduct, and in reporting on this Code of Conduct:
o the Chief Compliance Officer will take all appropriate action to
investigate any actual or potential violations reported to him or her;
o violations and potential violations will be reported to the applicable
Fund Board after such investigation;
o if the Fund Board determines that a violation has occurred, it will
take all appropriate disciplinary or preventive action; and
o appropriate disciplinary or preventive action may include a letter of
censure, suspension, dismissal or, in the event of criminal or other
serious violations of law, notification of the Securities and Exchange
Commission or other appropriate law enforcement authorities.
Senior Officers must make this Code of Conduct known to persons who
might know of a potential conflict of interest, including the "whistle blower"
policies adopted by the Fund from time to time.
WAIVERS OF CODE OF CONDUCT
Except as otherwise provided in this Code of Conduct, the Chief
Compliance Officer is responsible for applying this Code of Conduct to specific
situations in which questions are presented to the Chief Compliance Officer and
has the authority to interpret this Code of Conduct in any particular situation.
The Chief Compliance Officer shall take all action he or she considers
appropriate to investigate any actual or potential violations reported under
this Code of Conduct.
The Chief Compliance Officer is authorized to consult, as appropriate,
with the chair of the Fund Board and with counsel to the Fund, the Advisor,
Phoenix or the Independent Trustees, and is encouraged to do so.
The Fund Board, or any duly designated committee thereof, is
responsible for granting waivers of this Code of Conduct, as appropriate. Any
changes to or waivers of this Code of Conduct will, to the extent required, be
disclosed on Form N-CSR, or otherwise, as provided by Securities and Exchange
Commission rules.
RECORDKEEPING
The Fund will maintain and preserve for a period of not less than six
(6) years from the date an action is taken, the first two (2) years in an easily
accessible place, a copy of the information or materials supplied to the Fund
Board or to any appropriate Committee thereof:
o that provided the basis for any amendment or waiver to this Code of
Conduct; and
o relating to any violation of this Code of Conduct and sanctions imposed
for such violation, together with a written record of the approval or
action taken by the Board.
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CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code of
Conduct shall be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code of Conduct, such
matters shall not be disclosed to anyone other than the Independent Trustees and
their counsel, the Fund and its counsel, the Advisor and/or other Phoenix entity
and its counsel and any other advisors, consultants or counsel retained by the
Trustees, the Independent Trustees or any committee of the Board.
AMENDMENTS
This Code of Conduct may not be amended except in written form, which
is specifically approved by a majority vote of the Trustees of the Fund,
including a majority of the Independent Trustees.
NO RIGHTS CREATED
This Code of Conduct is a statement of certain fundamental principles,
policies and procedures that govern each of the Senior Officers in the conduct
of the Fund's business. It is not intended to and does not create any rights in
any employee, investor, supplier, competitor, shareholder or any other person or
entity.
(Amended and Restated November 16, 2009)
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