SEC Division of Investment Management staff letter: Phoenix Opportunities Trust

DIVISION OF
INVESTMENT MANAGEMENT
John V. O'Hanlon
Dechert LLP
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
October 22,2008
200 Clwendon Street
Boston, MA 02 1 16-5021
Re: Phoenix Opportunities Trust-Phoenix Money Market Fund (File No. 81 1- 07455) Phoenix Edge Series Fund-Phoenix Money Market Series (File No. 8 1 1 - 04642) Dear Mr. O'Hanlon:
Based on the facts and representations contained in your September 16,2008 letter, we . + will not recommend enforcement action to the Securities and Exchange Commission against . Phoenix Money Market Fund (the "Phoenix MMF"), Phoenix Money Market Series (together with the Phoenix MMF, the "Funds"), and Phoenix Life Insurance Company (the "Purchaser"), under Section 17(a) of the Investment Company Act of 1940, or the rules thereunder, if the Purchaser purchases fiom the Funds the securities specified in your letter at the amortized cost (including any accrued and unpaid interest) of the securities.' You represent in your letter that the market value of these securities is equal to or less than their amortized cost value. The Phoenix Fund is a series of Phoenix Opportunities Trust (the "Opportunities Trust") and the Phoenix Money Market Series is a series of the Phoenix Edge Series Fund (together with the Opportunities Trust, the "Trusts"). The Trusts are open-end management investment companies registered under the Investment Company Act of 1940. The Purchaser is an affiliated person, as defined in Section 2(a)(3) of the Investment Company Act of 1940, of the ~unds.~ 1 This letter confirms oral no-action relief provided by the undersigned to John V. O'Hdon on September 16,2008. 2 You state that Phoenix Investment Counsel, Inc., Phoenix Variable Advisors and Goodwin Capital Advisers are each an adviser registered under the Investment Advisers Act of 1940. You state that Phoenix Investment Counsel, Inc. and Phoenix Variable Advisors serve as investment advisers to the Funds and Goodwin Capital Advisers serves as sub-adviser to each Fund. You state further that the advisers and the sub-adviser are indirect wholly owned subsidiaries of Phoenix Companies, Inc. the parent company of the Purchaser.

Because our position is based on the facts and representations in your letter, you should note that any different facts or representations may require a different conclusion. This response expresses our views on enforcement action only and does not express any legal conclusion on the issues presented.3 very truly yours, Dalia Osman Blass Senior Counsel The Division of Investment Management generally permits third parties to rely on no-action or interpretive letters to the extent that the third party's facts and circumstances are substantially similar to those described in the underlying request for a no-action or interpretive letter. Investment Company Act Release No. 22587 (Mar. 27, 1997) n. 20. In light of the very fact￾specific nature of the Funds' request, however, the position expressed in this letter applies only to the entities seeking relief, and no other entity may rely on this position. Other funds facing similar legal issues should contact the staff of the Division about the availability of no-action relief. 3

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+I617 728 7400 Main LLP +I617 426 6567 Fax mrnv.decherl.com JOHN V. O'HANLON john.ohanlon@dechNtcorn +1 617 728 7111 DiM +I617 275 8367 Fax September 16,2008 By Email and Overni~htDelivery Robert E.Phe, Esq. Associate Director Division of Investment Management Securities and Exchange Commission 100F Street, N.E. Washington, D.C- 20549 Re: Request farNo-ActionAssurance under Section 17(a) ofthe Investment Company Act of I940 Dear Mr. Plaze:
We are writing on behalf of Phoenix Opporhmities Trust and Phoenix Edge Series Fund (each a "Trust"), each an investment company registered under the Investment Company Act of 1940, as amended ("1940 Act"), of which Phoenix Money Market Fund and Phoenix Money Market Series (each a "Fmd?') are respective series, Phoenix Irrvestment Counsel, lnc., Phoenix Variable Advisors and Goodwin Capital Advisers, each an irrvestrnent adviser registered under the Investment Adshers Act of 1940, as amended (the "Advisers Act') and Phoenix Life Insurance Company (the "Purchaser"). Phoenix Investment Counsel, Inc. and Phoenix Variable Advisors serve as investment advisers to Phoenix Money Market Fund and Phoenix Mmey Market Series rqectively, (each an "'Adviser"). Goodwin Capital Advisers serves as aninvestment sub-adviserto each Fund (the"Sub-adviser"). The Advisers and the Sub￾adviser are indirect who& owned subsidiaries of Phoenix Companies, Inc.,the parent company of the Purchaser. We seek your assurance that the staff of the Division of Investment Management C'StafP') will not recommend enfmcement actian under Section 17(a) of the 1940 Act and the rules thereunder if each Trust, on behalf of its respective Fund, emiers into the transaction describedbelow with the Purchaser. Each Fund is a money market fund that seeks to maintam a stable net asset value ("NAV') per share (of$1.00 for Phoenix Money Market Pund and $10.00for Phoenix Money US Austin Boston Charlob Hartford New York Mewport Beach Philaddphia Princebn Sun Francisco Silicon Valley Washington DC EUROPE Brussels London Luxernbuurg Munich Paris ASIA Beijing Hong Kong

Dechert

LLP
Market Series) and uses the ded cost method of valuing its portfolio securities pursuant to Rule 2a-7 under the 1940 Act. Each Fund holds portfolio securities issued by International Lease Finance Corpmationl Each such security held by the Funds is referred to herein as a "Security" and, collectively, as the "Sdties." Amendix A attached provides details regardmg each Security held by each Fund, including the cusip number, the principal amount and the final maturity of each Secmity. The Advisers have determined that each Seclaily continues to canstitnte anuEIigfbleSecurity" as that term is defied in Rule'2a-7mder the 1940 Act. he to current mket conditions, the current market value of the Securities, as determinedby an independent third-party pTicing agent, is lessthan its amortizedcost value. The Advisers and each Trust's Board of Trustem continue to monitor the extent of the deviation between the net asset value per share of each Fund determined using amortized cost and market value. The Sub-adviserhas determined that it would be advisable to sell the Securities. However, because of the absence of liquidity in the market for the.Securities, the Sub-adviser believes, and based on information provided by the Sub-adviser, each Trust's Board of Trust￾has determined, that it would not be in the best interests of each Fund and each Fund's shareholders to dispee of the Securities in the market. Nonetheless, subject to obtaining the no￾action assurance requested in this letter, the Purchaser is prepared to purchase the Securities in their entirety fiam each Fund for cash at each Security's amortized cost (includmg accrued and unpaidinterest). Each Trust's Board of Trustees has authorizedthe proposed transaction as being in thebest interests of each Fund and each Fund's shareholders. The Sub-adviser .and each Afier is an "affiliated person" of each Fund under Sectian 2(aj(3) of the I940 Act, and the Purchaser is an "affiliated person" of an "affiliated person" of the Fund As a resuIt, the purchase of the Securities by the Purchaser under the proposedmatlgement falls within Section 17(a)(2) ofthe 1940 Act, which makes it unlawful.far any affiliated person of a registeredinvestment company,or any affihted person of such person, acting as principal, to knowingly purchase any security ar other property fram the investment company. The proposedpurchase of the Sdties Eromthe Fund would satisfy the requirements of Rule 17a-9 under the 1940 Act except that the Securities continue to constitute Elig%le Securities. Each Trust,the Advisers and the Sub-adviserbelieve that it would be in the best interest .of each Fund's shareholders if the Purchaser is allowed to purchase the Securities from each Fund as described above. On behalf of each Trust, the Advisers, the Sub-adhriser and the 1 internationalLease Finance Corporation is a subsidiaryof Amaican International Group, Inc.

Dechert

LLP
Purchaser, we herebyrequest that the Division staff give its assurance that it will not recammend that the Commissiontake enforcement action against the Trusts, the Advisers, the Subadvisa or the Purchaser under Section 17(a) of the 1940 Act, or the rules thereunder,if the Purchaser purchases the Securities from each Fund at their amortized cost (including accrued and unpaid interest). Based upon the foregoing, we would appreciate your cdxrming to us that the Staff will not recommend aimcement action if each Trusf anbehalf of its respective Fund, enters into the transaction desmibed above withthe Purchasm. Please contact the undersigned at 617.728.7111 should you have any questions or comments regarding this requst. caely, jspjb.. ~Jf&%--~v---

Dechert
LLP
Issuer
IntmationalLease Finance
Cqmatim htmational Lease Finance
Corporation
Issuer
InternationalLease finance
Corporation international LeaseFinance
Corporation
International Lease Finance
Corporation
APPENDIX A TO NO-ACTION REQUEST
PHOENIX MONEY MARKET FUND
Cusip Nuder PrincipalAmount Maturity Date
45974MKF4 $1,040,000 10/15/2008
45974MKM9 $2,180,000 10/21/2008
PHOENIX MONEY MARKET
Cusip Nuder Principal Amount Maturity Date
45974MJN9 $2,165,000 912212008
45974MJQ2 $3,500,000 9/24/2008
45974MKM9 $3,525,000 10121/2008