EX-99.CODE ETH
CODE OF ETHICS
FOR
CHIEF EXECUTIVE AND SENIOR FINANCIAL OFFICERS
The Phoenix mutual funds/1/ (each, and collectively, a "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 Ethics, applicable to each Fund's Chief Executive Officer,
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 Ethics 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 adviser/2/ (the "Adviser"), Phoenix
Investment Partners, Ltd., The Phoenix Companies, Inc. or other affiliates
thereof (collectively, "Phoenix") and as officers or trustees/directors of
other registered investment companies and unregistered investment funds advised
by Phoenix. This Code of Ethics also recognizes that certain laws and
regulations applicable to, and certain policies and procedures adopted by, the
Fund, the Adviser 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:
- --------
/1/ Phoenix Funds (which include Phoenix Equity Series Fund, Phoenix Equity
Trust, Phoenix-Goodwin California Tax-Exempt Bond Fund, Phoenix
Institutional Mutual Funds, Phoenix Investment Trust 97, Phoenix
Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix-Oakhurst
Income & Growth Fund, Phoenix-Oakhurst Strategic Allocation Fund, Phoenix
Partners Select Funds, Phoenix Portfolios, Phoenix Series Fund, and
Phoenix Strategic Equity Series Fund), the Phoenix Partners Funds (which
includes Phoenix-Kayne Funds and Phoenix-Seneca Funds), The Phoenix Edge
Series Fund ("PESF"); and, The Phoenix-Engemann Funds ("Engemann Funds").
/2/ Phoenix Investment Counsel, Inc. ("PIC"), Duff & Phelps Investment
Management Co. ("DPIM"), Engemann Asset Management ("EAM"), Euclid
Advisors LLC ("EAL"), Kayne Anderson Rudnick Investment Management LLC
("KAR"), Phoenix Variable Advisors, Inc. ("PVA"), Seneca Capital
Management, LLC ("SCM"), Phoenix/Zweig Advisers LLC ("PZA")
.. the Investment Company Act of 1940, as amended, and the rules and
regulation promulgated thereunder by the Securities and Exchange Commission
(the "1940 Act");
.. the Investment Advisers Act of 1940, as amended, and the rules and
regulations promulgated thereunder by the Securities and Exchange
Commission (the "Advisers Act");
.. the Code of Ethics adopted by the Fund pursuant to Rule 17j-1(c) under the
1940 Act (collectively, the "Fund's 1940 Act Code of Ethics");
.. one or more codes of ethics adopted by the Adviser 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 "Adviser's 1940 Act Code of Ethics" and,
together with the Fund's 1940 Act Code of Ethics, the "1940 Act Codes of
Ethics");
.. 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
.. each Adviser's general policies and procedures to address, among other
things, conflict of interest situations and related matters (collectively,
the "Adviser Policies").
The provisions of the 1940 Act, the Advisers Act, the 1940 Act Codes of Ethics,
the Fund Policies and the Adviser Policies are referred to herein collectively
as the "Additional Conflict Rules".
This Code of Ethics 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 Ethics, 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 Ethics.
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:
.. act with integrity, including being honest and candid while still
maintaining the confidentiality of information where required by law or the
Additional Conflict Rules;
.. not withhold any relevant information;
.. 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 Ethics"; and
.. adhere to a high standard of business ethics.
Conflicts Of Interest
A conflict of interest for the purpose of this Code of Ethics 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 a Fund also are or may be officers of the Adviser
and other funds advised or serviced by Phoenix (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 Ethics.
If you are in doubt as to the application or interpretation of this Code of
Ethics 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 or not taking action.
Some conflict of interest situations that should always be approved by the
Chief Compliance Officer, if material, include the following:
.. the receipt of any entertainment or non-nominal gift by the Senior Officer,
or a member of his or her family, from any company with which the Fund has
current or prospective business dealings (other than the Adviser 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;
.. any ownership interest in, or any consulting or employment relationship
with, any of the Fund's service providers, other than the Adviser or
Phoenix; or
.. 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 Adviser or Phoenix, such as compensation or
equity ownership.
Nominal gifts in the aggregate may rise to create a conflict of interest. In
the event that you are involved in any of these situations, you should
immediately disclose the situation to the Chief Compliance Officer and to
Counsel for the independent trustees. The Chief Compliance Officer will
disclose the situation to the full Board.
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 a 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:
.. familiarize himself or herself with the disclosure requirements applicable
to the Fund as well as the business and financial operations of the Fund;
and
.. 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.
.. not knowingly withhold, or cause others to withhold, facts about the Fund
to others, including to other Trustees, the Fund's independent auditors,
the Fund's counsel, counsel to the independent Trustees, governmental
regulators or self-regulatory organizations.
Compliance With Code Of Ethics
If you know of or suspect a violation of this Code of Ethics 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 Chief Compliance Officer to promptly report any
calls made to such number affecting a Fund. No one will be subject to
retaliation because of a good faith report of a suspected violation.
The Fund will follow these procedures in investigating and enforcing this
Code of Ethics, and in reporting on this Code of Ethics:
.. the Chief Compliance Officer will take all appropriate action to
investigate any actual or potential violations reported to him or her;
.. violations and potential violations will be reported to the applicable Fund
Board after such investigation;
.. if the Fund Board determines that a violation has occurred, it will take
all appropriate disciplinary or preventive action; and
.. 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 Ethics 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 Ethics
Except as otherwise provided in this Code of Ethics, the Chief Compliance
Officer is responsible for applying this Code of Ethics to specific situations
in which questions are presented to the Chief Compliance Officer and has the
authority to interpret this Code of Ethics 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
Ethics.
The Chief Compliance Officer is authorized to consult, as appropriate, with
the chair of the Fund Board and with counsel to the Fund, the Adviser, Phoenix
or the Independent Trustees, and is encouraged to do so.
Each Fund Board, or any duly designated committee thereof, is responsible
for granting waivers of this Code of Ethics, as appropriate. Any changes to or
waivers of this Code of Ethics 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:
.. that provided the basis for any amendment or waiver to this Code of Ethics;
and
.. relating to any violation of this Code of Ethics and sanctions imposed for
such violation, together with a written record of the approval or action
taken by the Board.
Confidentiality
All reports and records prepared or maintained pursuant to this Code of
Ethics shall be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code of Ethics, such
matters shall not be disclosed to anyone other than the Independent Trustees
and their counsel, the Fund and its counsel, the Adviser 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 Ethics may not be amended except in written form, which is
specifically approved by a majority vote of the Trustees of each Fund,
including a majority of the Independent Trustees.
No Rights Created
This Code of Ethics is a statement of certain fundamental principles,
policies and procedures that govern each of the Senior Officers in the conduct
of each 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.
(Revised November 2004)