Exhibit p.1
Code of Ethics
<PAGE>
AMENDED AND RESTATED
CODE OF ETHICS (May 31, 2000)
PHOENIX FUNDS
PHOENIX-DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
PHOENIX-ABERDEEN SERIES FUND
PHOENIX - ENGEMANN FUNDS
PHOENIX-SENECA FUNDS
PHOENIX-ZWEIG FUNDS
1. Statement of Ethical Principles
-------------------------------
These principles are applicable to employees of Phoenix Investment
Partners, Ltd. and its related advisory and broker-dealer subsidiaries,
including Phoenix Investment Counsel, Inc., Duff & Phelps Investment
Management Co, National Securities & Research Corporation,
Phoenix-Aberdeen International Advisors, LLC, Roger Engemann &
Associates, Inc., Seneca Capital Management LLC, Phoenix/Zweig Advisers
LLC, Phoenix Equity Planning Corporation, and PXP Securities
Corporation. Our subsidiaries may impose further limitations on
personal trading subject to notifying Counsel and the Compliance
Officer of Phoenix Investment Partners, Ltd.
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
-----------
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 (other than a
Disinterested Trustee who does not obtain information
concerning recommendations made to the Fund regarding the
purchase or sale of a security), officer, general partner,
Portfolio Manager or Advisory Person of the Fund or (i) any
temporary or permanent employee of the Fund or of any company
in a control relationship to the Fund, who, in connection with
his regular functions or duties, makes, participates in or
obtains information regarding the purchase or sale of a
security 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 the Fund with regard to the purchase or sale of a
security. The Compliance Officer of each Fund shall maintain a
list of the Fund's Access Persons.
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C. "Advisory Person" means 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. For purposes of
Section 4, "Advisory Person" shall not include Portfolio
Managers.
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 in determining whether a person is
subject to the provisions of Section 16 of the Securities
Exchange Act of 1934 and the rules and regulations thereunder,
except that the determination of direct or indirect beneficial
ownership shall apply to all securities which an Access Person
has or acquires.
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 entrusted to make the buy
and sell decisions for a Fund.
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 Transaction
--------------------
The prohibitions of Section 4 of this Code shall not apply to:
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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.
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 by Phoenix Investment
Partners, Ltd. unless otherwise restricted.
4. Prohibited Activities
---------------------
A. IPO Rule: No Access Person, Advisory Person or Portfolio
Manager may purchase securities in an Initial Public Offering,
except with the prior approval of the Compliance Officer of
the Fund. This rule also applies to IPO's offered through the
Internet.
B. Private Placement Rule: No Access Person, Advisory Person or
Portfolio Manager may purchase securities in a Private Placement
unless such purchase has been approved by 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.
C. Preclearance Rule: No Access Person, Advisory Person or
Portfolio Manager may purchase or sell a security unless such
purchase or sale has been precleared by the Compliance Officer
of the Fund. Preclearance is required prior to executing a
trade through a personal Internet brokerage account. It is
also required for trades in securities valued at $5.00 or
less, and for option trades, including but not limited to
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:
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 Officer of the Fund shall
distribute an updated list of such
securities quarterly. A copy of the list
will be
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maintained on the Intranet web site
for Phoenix Investment Partners, Ltd. and
will be updated quarterly.
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.
NOTE: THE COMPLIANCE OFFICER OF THE FUND MAY DENY APPROVAL OF
ANY TRANSACTION REQUIRING PRECLEARANCE UNDER THIS PRECLEARANCE
RULE, EVEN IF NOMINALLY PERMITTED UNDER THIS CODE OF ETHICS,
IF HE/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.
D. Open Order Rule: No Access Person, Advisory Person or
Portfolio Manager 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
Officer of the Fund 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, such personal trade may be permitted only as
follows:
1. If the proposed personal trade is on the
same side as the last Managed Fund
transaction in that security, the personal
trade cannot occur within two days of such
Managed Fund transaction (i.e. neither at T
nor T + 1 calendar day).
2. If the proposed personal trade is on the
opposite side of the last Managed Fund
transaction in that security, the personal
trade cannot occur unless (a) it is more
than two days after the Managed Fund
transaction (i.e. T + 2 calendar days or
later) AND (b) the Preclearance Request, if
required for such personal transaction (i.e.
it is not eligible for the exception of
securities listed in the S&P 500 to the
Preclearance Rule), sets forth, to the
reasonable satisfaction of the Compliance
Officer, an explanation of the reasons the
Managed Fund is not effecting a similar
transaction.
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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 4E MUST BE DISGORGED.
F. Holding Period Rule: Access Persons, Advisory Persons and
Portfolio Managers 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, Advisory Person or portfolio manager
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.
H. No Advisory Person 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 Advisory Person shall have no role
in making investment decisions with respect to the publicly
traded company.
5. Compliance Procedures
---------------------
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 Fund's
Compliance Officer.
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 7-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;
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(ii) The nature of the transaction (i.e., purchase,
sale, or any other type of acquisition or disposition);
(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 Officer 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 Officer by January 30.
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 or Disinterested Trustee shall immediately
report any potential violation of this Code of which he or she
becomes aware to the Fund's Compliance Officer.
6. Sanctions
---------
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.
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<PAGE>
PHOENIX INVESTMENT COUNSEL, INC.
AMENDED AND RESTATED
CODE OF ETHICS
1. Statement of Ethical Principles
-------------------------------
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
-----------
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 (other than a
Disinterested Trustee who does not obtain information
concerning recommendations made to the Fund regarding the
purchase or sale of a security), officer, general partner,
Portfolio Manager or Advisory Person of the Fund or (i) any
temporary or permanent employee of the Fund or of any company
in a control relationship to the Fund, who, in connection with
his regular functions or duties, makes, participates in or
obtains information regarding the purchase or sale of a
security 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 the Fund with regard to the purchase or sale of a
security. For purposes of Section 4, "Access Person" shall not
include Advisory Persons nor Portfolio Managers. The
Compliance Officer of each Fund shall maintain a list of the
Fund's Access Persons.
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C. "Advisory Person" means 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. For purposes of
Section 4, "Advisory Person" shall not include Portfolio
Managers.
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 in determining whether a person is
subject to the provisions of Section 16 of the Securities
Exchange Act of 1934 and the rules and regulations thereunder,
except that the determination of direct or indirect beneficial
ownership shall apply to all securities which an Access Person
has or acquires.
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 entrusted to make the buy
and sell decisions for a Fund.
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
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certificates of deposit, commercial paper and shares of registered
open-end investment companies.
N. "Short term trading" is buying and then selling or selling and
then buying the same (or equivalent) securities within seven (7)
calendar days (e.g. opening transaction at "T" and closing
transaction at T + 6 calendar days or less).
3. Exempted Transactions
---------------------
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.
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.
4. Prohibited Activities
---------------------
A. IPO Rule: No Advisory Person or Portfolio Manager may purchase
securities in an Initial Public Offering, except with the prior
approval of the Compliance Officer of the Fund.
B. Private Placement Rule: No Advisory Person or Portfolio
Manager may purchase securities in a Private Placement unless
such purchase has been approved by 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. Such consideration for purchase
or sale shall be conducted by a person other than the
interested Advisory Person or Portfolio Manager.
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C. Preclearance Rule: No Access Person, Advisory Person nor
Portfolio Manager may purchase or sell a security unless such
purchase or sale has been precleared by the Compliance Officer of
the Fund. Preclearance shall be valid through the business day
next following the day preclearance is given.
Exceptions: The following securities transactions are exempt from
the pre-clearance requirement:
1. Purchases or sales of up to 1,000 shares of
securities of issuers ranked within the top
200 of the Standard & Poor's 500 Composite
Stock Index (S&P 500) (the "Large Cap List")
at the time of purchase or sale. The
Compliance Officer of the Fund shall
distribute an updated list of such
securities quarterly.
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.
NOTE: THE COMPLIANCE OFFICER OF THE FUND MAY DENY APPROVAL OF
ANY TRANSACTION REQUIRING PRECLEARANCE UNDER THIS PRECLEARANCE
RULE, EVEN IF NOMINALLY PERMITTED UNDER THIS CODE OF ETHICS,
IF HE/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.
D. Open Order Rule: No Access Person, Advisory Person or
Portfolio Manager 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 1,000 shares of
securities of issuer on the Large Cap List at the time of
the transaction.
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 4D MUST BE DISGORGED.
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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, such personal trade may be permitted only as
follows:
1. If the proposed personal trade is on the
same side as the last Managed Fund transaction in that
security, the personal trade cannot occur within two days
of such Managed Fund transaction (i.e. neither at T nor
T + 1 calendar day).
2. If the proposed personal trade is on the
opposite side of the last Managed Fund transaction in that
security, the personal trade cannot occur unless (a) it is
more than two days after the Managed Fund transaction
(i.e. T + 2 calendar days or later) AND (b) the
Preclearance Request, if required for such personal
transaction (i.e. it is not eligible for the Large Cap
List exception to the Preclearance Rule) sets forth, to
the reasonable satisfaction of the Compliance Officer, an
explanation of the reasons the Managed Fund is not
effecting a similar transaction.
Transactions permitted under the Blackout Rule must also
satisfy the Short Term Trading Rule, the Open Order Rule, and
the Preclearance Rule if and to the extent the transaction is
not covered by exceptions to those rules.
Note: Read together, the Short Term Trading Rule and the
Blackout Rule generally will require that a Portfolio Manager
must hold a position in a security until the LATER of (a) T +
7 calendar days ( T = his/her Opening Transaction); and (b) T
+ 2 (T = the Managed Fund's last transaction in that
security).
ANY PROFITS REALIZED BY A PORTFOLIO MANAGER ON A PERSONAL TRADE IN
VIOLATION OF THIS SECTION 4E MUST BE DISGORGED.
F. Short Term Trading Rule: No Advisory Person or Portfolio
Manager may engage in Short Term Trading for profit.
Exceptions
----------
1. Advisory Persons may effect Closing Transactions
(i.e. a sale after a purchase or a purchase after a sale
of the same security) within 7 calendar days of the
Opening Transaction in that security (i.e. within T + 6
calendar days or less) (a) if there are no Fund trades in
that security within that period; or (b) if there are Fund
trades in that security within that period, there are no
Fund trades in that security on the opposite side of the
proposed personal
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Closing Transaction occurring prior to the proposed
personal Closing Transaction. This Short Term Trading
Exception does not constitute a waiver of either the Open
Order Rule or the Preclearance Rule.
2. Portfolio Managers may effect Closing
Transactions within 7 calendar days of the Opening
Transaction in that security (i.e. within T + 6 calendar
days or less (a) if there are no Fund trades in that
security within that period; or (b) if there are Fund
trades in that security within that period, (i) there are
no trades in that security in any of his/her Managed Funds
occurring prior to the proposed personal Closing
Transaction, and (ii) no trades in that security for any
other Fund on the opposite side of the proposed personal
Closing Transaction occurring prior to the proposed
personal Closing Transaction. This Short Term Trading
Exception does not constitute a waiver of any of the Open
Order Rule, the Blackout Rule or the Preclearance Rule.
Note: Read together, the Short Term Trading Rule and the
Blackout Rule generally will require that a Portfolio Manager
must hold a position in a security until the LATER of (a) T +
7 calendar days ( T = his/her Opening Transaction); and (b) T
+ 2 (T = the Managed Fund's last transaction in that
security).
ANY PROFITS REALIZED ON SHORT TERM TRADING IN CONTRAVENTION OF
THIS POLICY MUST BE DISGORGED.
G. No Advisory Person shall accept any gift or other item of
more than de minimis value from any person or entity that does
business with or on behalf of the Fund.
H. No Advisory Person 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 Advisory Person shall have no role
in making investment decisions with respect to the publicly
traded company.
5. Compliance Procedures
---------------------
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 Fund's
Compliance Officer.
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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 7-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);
(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 and Disinterested Trustee shall submit a
report listing all personal securities holdings to the
Compliance Officer upon the commencement of service and
annually thereafter. This annual report shall 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.
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.
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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 or Disinterested Trustee shall immediately
report any potential violation of this Code of which he or she
becomes aware to the Fund's Compliance Officer.
6. Sanctions
---------
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.
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<PAGE>
PHOENIX FUNDS
PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
PHOENIX-ABERDEEN SERIES FUND
PHOENIX EQUITY PLANNING CORP.
AMENDED AND RESTATED
CODE OF ETHICS
1. Statement of Ethical Principle
------------------------------
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. Definition
----------
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 (other than a Disinterested
Trustee who does not obtain information concerning recommendations made
to the Fund regarding the purchase or sale of a security), officer,
general partner, Portfolio Manager or Advisory Person of the Fund or
(i) any temporary or permanent employee of the Fund or of any company
in a control relationship to the Fund, who, in connection with his
regular functions or duties, makes, participates in or obtains
information regarding the purchase or sale of a security 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 the Fund with regard to the purchase or sale of
a security. The Compliance Officer of each Fund shall maintain a list
of the Fund's Access Persons.
C. "Advisory Person" means 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. For purposes of Section 4,
"Advisory Person" shall not include Portfolio Managers.
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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 in determining whether a person is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934 and the
rules and regulations thereunder, except that the determination of
direct or indirect beneficial ownership shall apply to all securities
which an Access Person has or acquires.
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 entrusted to make the buy and
sell decisions for a Fund.
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
---------------------
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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<PAGE>
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.
4. Prohibited Activities
---------------------
A. IPO Rule: No Advisory Person or Portfolio Manager may purchase
securities in an Initial Public Offering, except with the prior
approval of the Compliance Officer of the Fund.
B. Private Placement Rule: No Advisory Person or Portfolio Manager
may purchase securities in a Private Placement unless such purchase has
been approved by 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.
C. Preclearance Rule: No Access Person, Advisory Person nor Portfolio
Manager may purchase or sell a security unless such purchase or sale
has been precleared by the Compliance Officer of the Fund. Preclearance
is shall be valid through the business day next following the day
preclearance is given.
Exceptions: The following securities transactions are exempt from the
pre-clearance requirement:
1. Purchases or sales of up to 1,000 shares of securities of
issuers ranked within the top 200 Standard & Poor's 500
Composite Stock Index (S&P 500) ("Large Cap List") at the
time of purchase or sale. The Compliance Officer of the Fund
shall distribute an updated list of such securities quarterly.
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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<PAGE>
NOTE: THE COMPLIANCE OFFICER OF THE FUND MAY DENY APPROVAL OF ANY
TRANSACTION REQUIRING PRECLEARANCE UNDER THIS PRECLEARANCE RULE, EVEN
IF NOMINALLY PERMITTED UNDER THIS CODE OF ETHICS, IF HE/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.
D. Open Order Rule: No Access Person, Advisory Person or Portfolio
Manager 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 1,000 shares of securities of
issuers on the Large Cap List at the time of the transaction.
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 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, such personal trade may be permitted only as
follows:
1. If the proposed personal trade is on the same side as the last
Managed Fund transaction in that security, the personal
trade cannot occur within two days of such Managed Fund
transaction (i.e. neither at T nor T + 1 calendar day).
2. If the proposed personal trade is on the opposite side of the
last Managed Fund transaction in that security, the personal
trade cannot occur unless (a) it is more than two days after
the Managed Fund transaction (i.e. T + 2 calendar days or
later) AND (b) the Preclearance Request, if required for such
personal transaction (i.e. it is not eligible for The Large
Cap List exception to the Preclearance Rule) sets forth, to
the reasonable satisfaction of the Compliance Officer, an
explanation of the reasons the Managed Fund is not effecting a
similar transaction.
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 4E MUST BE DISGORGED.
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<PAGE>
F. Holding Period Rule: Access Persons, Advisory Persons and
Portfolio Managers must hold each Security, other than those described
in Section 3B, (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) for a period of not
less than six (6) months, 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 Advisory Person shall annually accept any gift or other item of
more than de minimis value from any person or entity that does business
with or on behalf of the Fund.
H. No Advisory Person 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 Advisory Person shall have no role in making investment decisions
with respect to the publicly traded company.
5. Compliance Procedures
---------------------
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 Fund's Compliance Officer.
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 7-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);
(iii) The price at which the transaction was effected;
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<PAGE>
(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 Officer upon the commencement of
service and annually thereafter. This annual report shall be 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.
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 or Disinterested Trustee shall immediately
report any potential violation of this Code of which he or she
becomes aware to the Fund's Compliance Officer.
6. Sanctions
---------
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.
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<PAGE>
PHOENIX FUNDS
PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
PHOENIX-ABERDEEN SERIES FUND
AMENDED AND RESTATED
CODE OF ETHICS
ADDENDUM
As stated in Section 3B(2) of the Code of Ethics, the Trustees/Directors may
specify from time to time, EXEMPTED TRANSACTIONS, which are purchases or sales
of securities which are exempt from Section 4 of the Code.
The following transactions have been specified as EXEMPT TRANSACTIONS by the
Trustees/Directors:
1. Purchases or sales of securities trading at less than $5.00 per share at the
time of the trade. (Nov. '96)
2. Purchases or sales of securities issued by Phoenix Investment Partners, Ltd.
(Aug. '97)
3. Purchases or sales by Directors or Trustees who are not employees of the
adviser or distributor of a fund or any affiliates thereof provided such
Director or Trustee does not obtain information concerning recommendations to
the Fund regarding the purchase or sale of a security. (Nov. '97)
