EXHIBIT d.6
PHOENIX MULTI-PORTFOLIO FUND
PHOENIX EMERGING MARKETS BOND FUND
SUBADVISORY AGREEMENT
PHOENIX MULTI-PORTFOLIO FUND
PHOENIX EMERGING MARKETS BOND FUND
SUBADVISORY AGREEMENT
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December 1, ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇) Inc.
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: SUBADVISORY AGREEMENT
Ladies and Gentlemen:
Phoenix Multi-Portfolio Fund (the "Fund") is a diversified open-end investment
company of the series type registered under the Investment Company Act of 1940
(the "Act"), and is subject to the rules and regulations promulgated thereunder.
The shares of the Fund are offered or may be offered in several series,
including the Phoenix Emerging Markets Bond Fund (formerly known as
Phoenix-▇▇▇▇▇▇▇ Emerging Markets Bond Fund) (collectively, sometimes hereafter
referred to as the "Series").
Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series
advisers for the Series and is responsible for the day-to-day management of the
Series.
1. Employment as a Subadviser. The Adviser, being duly authorized, hereby
employs HSBC Halbis Partners (USA) Inc. (the "Subadviser") as a
discretionary series adviser to invest and reinvest that discrete portion of
the assets of the Series designated by the Advisers as set forth on Schedule
F attached hereto (the "Designated Series") on the terms and conditions set
forth herein. The services of the Subadviser hereunder are not to be deemed
exclusive; the Subadviser may render services to others and engage in other
activities that do not conflict in any material manner in the Subadviser's
performance hereunder.
2. Acceptance of Employment; Standard of Performance. The Subadviser accepts
its employment as a discretionary series adviser of the Designated Series
and agrees to use its best professional judgment to make investment
decisions for the Designated Series in accordance with the provisions of
this Agreement and as set forth in Schedule D attached hereto and made a
part hereof.
3. Services of Subadviser. In providing management services to the Designated
Series, the Subadviser shall be subject to the investment objectives,
policies and restrictions of the Fund as they apply to the Designated Series
and as set forth in the Fund's then current prospectus ("Prospectus") and
statement of additional information ("Statement of Additional Information")
filed with the Securities and Exchange Commission (the
"SEC") as part of the Fund's Registration Statement, as may be periodically
amended and provided to the Subadviser by the Adviser, and to the investment
restrictions set forth in the Act and the Rules thereunder, to the
supervision and control of the Trustees of the Fund (the "Trustees"), and to
instructions from the Adviser. The Subadviser shall not, without the Fund's
prior written approval, effect any transactions that would cause the
Designated Series at the time of the transaction to be out of compliance
with any of such restrictions or policies.
4. Transaction Procedures. All series transactions for the Designated Series
shall be consummated by payment to, or delivery by, the Custodian(s) from
time to time designated by the Fund (the "Custodian"), or such depositories
or agents as may be designated by the Custodian in writing, of all cash
and/or securities due to or from the Series. The Subadviser shall not have
possession or custody of such cash and/or securities or any responsibility
or liability with respect to such custody. The Subadviser shall advise the
Custodian and confirm in writing to the Fund all investment orders for the
Designated Series placed by it with brokers and dealers at the time and in
the manner set forth in Schedule A hereto (as amended from time to time).
The Fund shall issue to the Custodian such instructions as may be
appropriate in connection with the settlement of any transaction initiated
by the Subadviser. The Fund shall be responsible for all custodial
arrangements and the payment of all custodial charges and fees, and, upon
giving proper instructions to the Custodian, the Subadviser shall have no
responsibility or liability with respect to custodial arrangements or the
act, omissions or other conduct of the Custodian.
5. Allocation of Brokerage. The Subadviser shall have authority and discretion
to select brokers and dealers to execute Designated Series transactions
initiated by the Subadviser, and to select the markets on or in which the
transactions will be executed.
A. In placing orders for the sale and purchase of Designated Series
securities for the Fund, the Subadviser's primary responsibility shall
be to seek the best execution of orders at the most favorable prices.
However, this responsibility shall not obligate the Subadviser to
solicit competitive bids for each transaction or to seek the lowest
available commission cost to the Fund, so long as the Subadviser
reasonably believes that the broker or dealer selected by it can be
expected to obtain a "best execution" market price on the particular
transaction and determines in good faith that the commission cost is
reasonable in relation to the value of the brokerage and research
services (as defined in Section 28(e)(3) of the Securities Exchange Act
of 1934) provided by such broker or dealer to the Subadviser, viewed in
terms of either that particular transaction or of the Subadviser's
overall responsibilities with respect to its clients, including the
Fund, as to which the Subadviser exercises investment discretion,
notwithstanding that the Fund may not be the direct or exclusive
beneficiary of any such services or that another broker may be willing
to charge the Fund a lower commission on the particular transaction.
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B. The Subadviser may manage other portfolios and expects that the Fund and
other portfolios the Subadviser manages will, from time to time,
purchase or sell the same securities. The Subadviser may aggregate
orders for the purchase or sale of securities on behalf of the
Designated Series with orders on behalf of other portfolios the
Subadviser manages. Securities purchased or proceeds of securities sold
through aggregated orders shall be allocated to the account of each
portfolio managed by the Subadviser that bought or sold such securities
at the average execution price. If less than the total of the aggregated
orders is executed, purchased securities or proceeds shall generally be
allocated pro rata among the participating portfolios in proportion to
their planned participation in the aggregated orders.
C. The Subadviser shall not execute any Series transactions for the
Designated Series with a broker or dealer that is an "affiliated person"
(as defined in the Act) of the Fund, the Subadviser or the Adviser
without the prior written approval of the Fund. The Fund shall provide
the Subadviser with a list of brokers and dealers that are "affiliated
persons" of the Fund or the Adviser.
6. Proxies.
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A. The Subadviser, or a third party designee acting under the authority and
supervision of the Subadviser, shall review all proxy solicitation
materials and be responsible for voting and handling all proxies in
relation to the assets of the Designated Series. Unless the Adviser or
the Fund gives the Subadviser written instructions to the contrary, the
Subadviser will, in compliance with the proxy voting procedures of the
Designated Series then in effect, vote or abstain from voting, all
proxies solicited by or with respect to the issuers of securities in
which assets of the Designated Series may be invested. The Adviser shall
cause the Custodian to forward promptly to the Subadviser all proxies
upon receipt, so as to afford the Subadviser a reasonable amount of time
in which to determine how to vote such proxies. The Subadviser agrees to
provide the Adviser in a timely manner with a record of votes cast
containing all of the voting information required by Form N-PX in an
electronic format to enable the Fund to file Form N-PX as required by
Rule 30b1-4 under the Act.
B. The Subadviser is authorized to deal with reorganizations and exchange
offers with respect to securities held in the Series in such manner as
the Subadviser deems advisable, unless the Fund or the Adviser otherwise
specifically directs in writing. With the Adviser's approval, the
Subadviser shall also have the authority to: (i) identify, evaluate and
pursue legal claims, including commencing or defending suits, affecting
the securities held at any time in the Series, including claims in
bankruptcy, class action securities litigation and other litigation;
(ii) participate in such litigation or related proceedings with respect
to such securities as the Subadviser deems appropriate to preserve or
enhance the value of the Series, including filing proofs of claim and
related documents and serving as "lead plaintiff" in class action
lawsuits; (iii) exercise generally any of the powers
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of an owner with respect to the supervision and management of such
rights or claims, including the settlement, compromise or submission to
arbitration of any claims, the exercise of which the Subadviser deems to
be in the best interest of the Series or required by applicable law,
including ERISA, and (iv) employ suitable agents, including legal
counsel, and to pay their reasonable fees, expenses and related costs
from the Series.
7. Prohibited Conduct. In providing the services described in this Agreement,
the Subadviser's responsibility regarding investment advice hereunder is
limited to the Designated Series, and the Subadviser will not consult with
any other investment advisory firm that provides investment advisory
services to the Fund or any other investment company sponsored by Phoenix
Investment Partners, Ltd. regarding transactions for the Fund in securities
or other assets. The Fund shall provide the Subadviser with a list of
investment companies sponsored by Phoenix Investment Partners, Ltd. and the
Subadviser shall be in breach of the foregoing provision only if the
investment company is included in such a list provided to the Subadviser
prior to such prohibited action. In addition, the Subadviser shall not,
without the prior written consent of the Fund and the Adviser, delegate any
obligation assumed pursuant to this Agreement to any affiliated or
unaffiliated third party.
8. Information and Reports.
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A. The Subadviser shall keep the Fund and the Adviser informed of
developments relating to its duties as Subadviser of which the
Subadviser has, or should have, knowledge that would materially affect
the Designated Series. In this regard, the Subadviser shall provide the
Fund, the Adviser and their respective officers with such periodic
reports concerning the obligations the Subadviser has assumed under this
Agreement as the Fund and the Adviser may from time to time reasonably
request. In addition, prior to each meeting of the Trustees, the
Subadviser shall provide the Adviser and the Trustees with reports
regarding the Subadviser's management of the Designated Series that
discrete portion of the assets the Series managed by the Subadviser
during the most recently completed quarter which reports: (i) shall
include Subadviser's representation that its performance of its
investment management duties hereunder is in compliance with the Fund's
investment objectives and practices, the Act and applicable rules and
regulations under the Act, and the diversification and minimum "good
income" requirements of Subchapter M under the Internal Revenue Code of
1986, as amended, and (ii) otherwise shall be in such form as may be
mutually agreed upon by the Subadviser and the Adviser.
B. Each of the Adviser and the Subadviser shall provide the other party
with a list, to the best of the Adviser's or the Subadviser's respective
knowledge, of each affiliated person (and any affiliated person of such
an affiliated person) of the Adviser or the Subadviser, as the case may
be, and each of the Adviser and Subadviser agrees promptly to update
such list whenever the Adviser or the
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Subadviser becomes aware of any changes that should be added to or
deleted from the list of affiliated persons.
C. The Subadviser shall also provide the Adviser with any information
reasonably requested by the Adviser regarding its management of the
Designated Series required for any shareholder report, amended
registration statement, or Prospectus supplement to be filed by the Fund
with the SEC.
9. Fees for Services. The compensation of the Subadviser for its services under
this Agreement shall be calculated and paid by the Adviser in accordance
with the attached Schedule C. Pursuant to the Investment Advisory Agreement
between the Fund and the Adviser, the Adviser is solely responsible for the
payment of fees to the Subadviser.
10. Limitation of Liability. The Subadviser shall not be liable for any action
taken, omitted or suffered to be taken by it in its best professional
judgment, in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement, or in
accordance with specific directions or instructions from the Fund, provided,
however, that such acts or omissions shall not have constituted a material
breach of the investment objectives, policies and restrictions applicable to
the Designated Series as defined in the Prospectus and Statement of
Additional Information and that such acts or omissions shall not have
resulted from the Subadviser's willful misfeasance, bad faith or gross
negligence, or reckless disregard of its obligations and duties hereunder.
11. Confidentiality. Subject to the duty of the Subadviser and the Fund to
comply with applicable law, including any demand of any regulatory or taxing
authority having jurisdiction, the parties hereto shall treat as
confidential all information pertaining to the Designated Series and the
actions of the Subadviser and the Fund in respect thereof. Notwithstanding
the foregoing, the Fund and the Adviser agree that the Subadviser may (i)
disclose in marketing materials and similar communications that the Fund has
engaged Subadviser pursuant to this Agreement, and (ii) include performance
statistics regarding the Series in composite performance statistics
regarding one or more groups of Subadviser's clients published or included
in any of the foregoing communications, provided that the Subadviser does
not identify any performance statistics as relating specifically to the
Series.
12. Assignment. This Agreement shall terminate automatically in the event of its
assignment, as that term is defined in Section 2(a)(4) of the Act. The
Subadviser shall notify the Fund in writing sufficiently in advance of any
proposed change of control, as defined in Section 2(a)(9) of the Act, as
will enable the Fund to consider whether an assignment as defined in Section
2(a)(4) of the Act will occur, and to take the steps necessary to enter into
a new contract with the Subadviser.
13. Representations, Warranties and Agreements of the Subadviser. The Subadviser
represents, warrants and agrees that:
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A. It is registered as an "Investment Adviser" under the Investment
Advisers Act of 1940, as amended ("Advisers Act").
B. It will maintain, keep current and preserve on behalf of the Fund, in
the manner required or permitted by the Act and the Rules thereunder
including the records identified in Schedule B (as Schedule B may be
amended from time to time). The Subadviser agrees that such records are
the property of the Fund, and shall be surrendered to the Fund or to the
Adviser as agent of the Fund promptly upon request of either. The Fund
acknowledges that Subadviser may retain copies of all records required
to meet the record retention requirements imposed by law and regulation.
C. It shall maintain a written code of ethics (the "Code of Ethics")
complying with the requirements of Rule 204A-1 under the Advisers Act
and Rule 17j-l under the Act and shall provide the Fund and the Adviser
with a copy of the Code of Ethics and evidence of its adoption. It shall
institute procedures reasonably necessary to prevent Access Persons (as
defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser
acknowledges receipt of the written code of ethics adopted by and on
behalf of the Fund. Each calendar quarter while this Agreement is in
effect, a duly authorized compliance officer of the Subadviser shall
certify to the Fund and to the Adviser that the Subadviser has complied
with the requirements of Rules 204A-1 and 17j-l during the previous
calendar quarter and that there has been no material violation of its
Code of Ethics, or of Rule 17j-1(b), or that any persons covered under
its Code of Ethics has divulged or acted upon any material, non-public
information, as such term is defined under relevant securities laws, and
if such a violation has occurred or the code of ethics of the Fund, or
if such a violation of its Code of Ethics has occurred, that appropriate
action was taken in response to such violation. Annually, the Subadviser
shall furnish to the Fund a written report which complies with the
requirements of Rule 17j-1 concerning the Subadviser's Code of Ethics to
the Fund and the Adviser. The Subadviser shall permit the Fund and the
Adviser to examine the reports required to be made by the Subadviser
under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph.
D. It has adopted and implemented, and throughout the term of this
Agreement shall maintain in effect and implement, policies and
procedures reasonably designed to prevent, detect and correct violations
by the Subadviser and its supervised persons, and, to the extent the
activities of the Subadviser in respect to the Fund could affect the
Fund, by the Fund, of "federal securities laws" (as defined in Rule
38a-1 under the Act), and that the Subadviser has provided the Fund with
true and complete copies of its policies and procedures (or summaries
thereof) and related information reasonably requested by the Fund. The
Subadviser agrees to cooperate with periodic reviews by the Fund's
compliance personnel of the Subadviser's policies
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and procedures, their operation and implementation and other compliance
matters and to provide to the Fund from time to time such additional
information and certifications in respect of the Subadviser's policies
and procedures, compliance by the Subadviser with federal securities
laws and related matters and the Fund's compliance personnel may
reasonably request. The Subadviser agrees to promptly notify the Adviser
of any compliance violations which affect the Designated Series.
E. Reference is hereby made to the Declaration of Trust dated August 17,
2000 establishing the Fund, a copy of which has been filed with the
Secretary of the State of Delaware and elsewhere as required by law, and
to any and all amendments thereto so filed with the Secretary of the
State of Delaware and elsewhere as required by law, and to any and all
amendments thereto so filed or hereafter filed. The name "Phoenix
Multi-Portfolio Fund" refers to the Trustees under said Declaration of
Trust, as Trustees and not personally, and no Trustee, shareholder,
officer, agent or employee of the Fund shall be held to any personal
liability in connection with the affairs of the Fund; only the trust
estate under said Declaration of Trust is liable. Without limiting the
generality of the foregoing, neither the Subadviser nor any of its
officers, directors, partners, shareholders or employees shall, under
any circumstances, have recourse or cause or willingly permit recourse
to be had directly or indirectly to any personal, statutory, or other
liability of any shareholder, Trustee, officer, agent or employee of the
Fund or of any successor of the Fund, whether such liability now exists
or is hereafter incurred for claims against the trust estate.
14. Entire Agreement; Amendment. This Agreement, together with the Schedules
attached hereto, constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes any prior written or
oral agreements pertaining to the subject matter of this Agreement. This
Agreement may be amended at any time, but only by written agreement among
the Subadviser, the Adviser and the Fund, which amendment, other than
amendments to Schedules A, B, D, E and F, is subject to the approval of the
Trustees and the shareholders of the Fund as and to the extent required by
the Act.
15. Effective Date; Term. This Agreement shall become effective on the date set
forth on the first page of this Agreement, and shall continue in effect
until November 30, 2007. The Agreement shall continue from year to year
thereafter only so long as its continuance has been specifically approved at
least annually by the Trustees in accordance with Section 15(a) of the Act,
and by the majority vote of the disinterested Trustees in accordance with
the requirements of Section 15(c) thereof.
16. Termination. This Agreement may be terminated by any party, without penalty,
immediately upon written notice to the other parties in the event of a
material breach of any provision thereof by a party so notified, or
otherwise upon thirty (30) days' written notice to the other parties, but
any such termination shall not affect the status, obligations or liabilities
of any party hereto to the other parties.
17. Applicable Law. To the extent that state law is not preempted by the
provisions of any law of the United States heretofore or hereafter enacted,
as the same may be amended
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from time to time, this Agreement shall be administered, construed and
enforced according to the laws of the State of Delaware.
18. Severability. If any term or condition of this Agreement shall be invalid or
unenforceable to any extent or in any application, then the remainder of
this Agreement shall not be affected thereby, and each and every term and
condition of this Agreement shall be valid and enforced to the fullest
extent permitted by law.
19. Notices. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered personally or by
overnight delivery service or mailed by certified or registered mail, return
receipt requested and postage prepaid, or sent by facsimile addressed to the
parties at their respective addresses set forth below, or at such other
address as shall be designated by any party in a written notice to the other
party.
(a) To Phoenix at:
Phoenix Investment Counsel, Inc.
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇, Vice President and Clerk
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
(b) To HSBC at:
HSBC Halbis Partners (USA) Inc.
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇▇
HSBC Halbis Partners (USA) Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇▇
20. Certifications. The Subadviser hereby warrants and represents that it will
provide the requisite certifications reasonably requested by the chief
executive officer and chief financial officer of the Fund necessary for
those named officers to fulfill their reporting
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and certification obligations on Form N-CSR and Form N-Q as required under
the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to the extent that such reporting and
certifications relate to the Subadviser's duties and responsibilities under
this Agreement. Subadviser shall provide a quarterly certification in a form
substantially similar to that attached as Schedule E.
21. Indemnification. The Adviser agrees to indemnify and hold harmless the
Subadviser and the Subadviser's directors, officers, employees and agents
from and against any and all losses, liabilities, claims, damages, and
expenses whatsoever, including reasonable attorneys' fees (collectively,
"Losses"), arising out of or relating to (i) any breach by the Adviser of
any provision of this Agreement; (ii) the negligence, willful misconduct,
bad faith, or breach of fiduciary duty of the Adviser; (iii) any violation
by the Adviser of any law or regulation relating to its activities under
this Agreement; and (iv) any dispute between the Adviser and any Fund
shareholder, except to the extent that such Losses result from the gross
negligence, willful misconduct, bad faith of the Subadviser or the
Subadviser's reckless disregard of its obligations and duties hereunder.
22. Receipt of Disclosure Document. The Fund acknowledges receipt, at least 48
hours prior to entering into this Agreement, of a copy of Part II of the
Subadviser's Form ADV containing certain information concerning the
Subadviser and the nature of its business.
23. Counterparts; Fax Signatures. This Agreement may be executed in any number
of counterparts (including executed counterparts delivered and exchanged by
facsimile transmission) with the same effect as if all signing parties had
originally signed the same document, and all counterparts shall be construed
together and shall constitute the same instrument. For all purposes,
signatures delivered and exchanged by facsimile transmission shall be
binding and effective to the same extent as original signatures.
[signature page follows]
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PHOENIX MULTI-PORTFOLIO FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Clerk
ACCEPTED:
HSBC HALBIS PARTNERS (USA) INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
SCHEDULES: A. Operational Procedures
B. Record Keeping Requirements
C. Fee Schedule
D. Subadviser Functions
E. Form of Sub-Certification
F. Designated Series
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SCHEDULE A
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OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of
information to be supplied by Subadviser to State Street and Bank Trust Company
(the "Custodian") and PFPC, Inc., (the "Sub-Accounting Agent") for the Fund.
The Subadviser must furnish the Custodian and the Sub-Accounting Agent with
daily information as to executed trades, or, if no trades are executed, with a
report to that effect, no later than 5 p.m. (Eastern Standard time) on the day
of the trade each day the Fund is open for business. (Subadviser will be
responsible for reimbursement to the Fund for any loss caused by the
Subadviser's failure to comply.) The necessary information can be sent via
facsimile machine to the Custodian and the Sub-Accounting Agent. Information
provided to the Custodian and the Sub-Accounting Agent shall include the
following:
1. Purchase or sale;
2. Security name;
3. CUSIP number, ISIN or Sedols (as applicable);
4. Number of shares and sales price per share or aggregate principal
amount;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed;
14. Identified tax lot (if applicable); and
15. Trade commission reason: best execution, soft dollar or research.
When opening accounts with brokers for, and in the name of, the Fund, the
account must be a cash account. No margin accounts are to be maintained in the
name of the Fund. Delivery instructions are as specified by the Custodian. The
Custodian will supply the Subadviser daily with a cash availability report via
access to the Custodian website, or by email or by facsimile and the
Sub-Accounting Agent will provide a five day cash projection. This will normally
be done by email or, if email is unavailable, by another form of immediate
written communication, so that the Subadviser will know the amount available for
investment purposes.
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SCHEDULE B
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RECORDS TO BE MAINTAINED BY THE SUBADVISER
1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series
purchases and sales, given by the Subadviser on behalf of the Fund for, or
in connection with, the purchase or sale of securities, whether executed or
unexecuted. Such records shall include:
A. The name of the broker;
B. The terms and conditions of the order and of any modifications or
cancellations thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on behalf of the Fund.
2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten
(10) days after the end of the quarter, showing specifically the basis or
bases upon which the allocation of orders for the purchase and sale of
series securities to named brokers or dealers was effected, and the division
of brokerage commissions or other compensation on such purchase and sale
orders. Such record:
A. Shall include the consideration given to:
(i) The sale of shares of the Fund by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers to:
(a) The Fund,
(b) The Adviser,
(c) The Subadviser, and
(d) Any person other than the foregoing.
(iii) Any other consideration other than the technical qualifications of
the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
C. Shall describe in detail the application of any general or specific
formula or other determinant used in arriving at such allocation of
purchase and sale orders and such division of brokerage commissions or
other compensation.
D. The name of the person responsible for making the determination of such
allocation and such division of brokerage commissions or other
compensation.
3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the
purchase or sale of series securities. Where a committee or group makes an
authorization, a record shall be kept of the names of its members who
participate in the authorization. There shall be retained as part of this
record: any memorandum, recommendation or instruction supporting or
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authorizing the purchase or sale of series securities and such other
information as is appropriate to support the authorization.*
4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to
be maintained by registered investment Advisers by rule adopted under
Section 204 of the Advisers Act, to the extent such records are necessary or
appropriate to record the Subadviser's transactions for the Fund.
5. Records as necessary under Board approved Phoenix Funds' valuation policies
and procedures.
---------------------------
* Such information might include: current financial information, annual and
quarterly reports, press releases, reports by analysts and from brokerage firms
(including their recommendations, i.e., buy, sell, hold) or any internal reports
or subadviser review.
13
SCHEDULE C
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SUBADVISORY FEE
(a) For services provided to the Fund, the Adviser will pay to the
Subadviser, on or before the 10th day of each month, a fee, payable in arrears,
at the annual rate stated below. The fees shall be prorated for any month during
which this Agreement is in effect for only a portion of the month. In computing
the fee to be paid to the Subadviser, the net asset value of the Fund and each
Designated Series shall be valued as set forth in the then current registration
statement of the Fund.
(b) The fee to be paid by the Subadviser is to be 50% of the gross
management fee as calculated based on the average daily net assets of the
Phoenix Emerging Markets Bond Fund.
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SCHEDULE D
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SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of the Designated
Series' assets, the Subadviser shall provide, at its own expense:
(a) An investment program for the Designated Series consistent with its
investment objectives based upon the development, review and adjustment
of buy/sell strategies approved from time to time by the Board of
Trustees and the Adviser in paragraph 3 of this Subadvisory Agreement;
(b) Periodic reports, on at least a quarterly basis, in form and substance
acceptable to the Adviser, with respect to: i) compliance with the Code
of Ethics and the Fund's code of ethics; ii) compliance with procedures
adopted from time to time by the Trustees of the Fund relative to
securities eligible for resale under Rule 144A under the Securities Act
of 1933, as amended; iii) diversification of Designated Series assets in
accordance with the then prevailing Prospectus and Statement of
Additional Information pertaining to the Designated Series and governing
laws; iv) compliance with governing restrictions relating to the fair
valuation of securities for which market quotations are not readily
available or considered "illiquid" for the purposes of complying with
the Designated Series' limitation on acquisition of illiquid securities;
v) any and all other reports reasonably requested in accordance with or
described in this Agreement; and vi) the implementation of the
Designated Series' investment program, including, without limitation,
analysis of Designated Series performance;
(c) Promptly after filing with the SEC an amendment to its Form ADV, a copy
of such amendment to the Adviser and the Trustees;
(d) Attendance by appropriate representatives of the Subadviser at meetings
requested by the Adviser or Trustees at such time(s) and location(s) as
reasonably requested by the Adviser or Trustees; and
(e) Notice to the Trustees and the Adviser of the occurrence of any event
which would disqualify the Subadviser from serving as an investment
Adviser of an investment company pursuant to Section 9(a) of the 1940
Act or otherwise.
(f) Provide reasonable assistance in the valuation of securities including
the participation of appropriate representatives at fair valuation
committee meetings.
15
SCHEDULE E
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FORM OF SUB-CERTIFICATION
To:
Re: Form N-CSR and Form N-Q Certification for the [Name of Designated
Series].
From: [Name of Subadviser]
Representations in support of Investment Company Act Rule 30b1-5
certifications of Form N-CSR and Form N-Q.
[Name of Designated Series].
In connection with your certification responsibility under Rule 30b1-5
and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, I have
reviewed the following information presented for the period ended [Date
of Reporting Period] (the "Reports") which forms part of the N-CSR or
N-Q, as applicable, for the Funds.
Schedule of Investments (the "Reports")
Our organization has designed, implemented and maintained internal controls and
procedures, designed for the purpose of ensuring the accuracy and completeness
of relevant portfolio trade data transmitted to those responsible for the
preparation of the Schedule of Investments. As of the date of this certification
there have been no material modifications to these internal controls and
procedures.
In addition, our organization has:
a. Designed such internal controls and procedures to ensure that material
information is made known to the appropriate groups responsible for
servicing the above-mentioned mutual funds.
b. Evaluated the effectiveness of our internal controls and procedures, as
of a date within 90 days prior to the date of this certification and we
have concluded that such controls and procedures are effective.
c. In addition, to the best of my knowledge there has been no fraud,
whether, or not material, that involves our organization's management or
other employees who have a significant role in our organization's
control and procedures as they relate to our duties as subadviser to the
Funds.
I have read the draft of the Reports which I understand to be current as of
[Date of Reporting Period] and based on my knowledge, such drafts of the Reports
do not, with respect to the Funds, contain any untrue statement of a material
fact or omit to state a material fact necessary to make the information
contained therein, in light of the circumstances under which such information is
presented, not misleading with respect to the period covered by such draft
Reports.
16
I have disclosed, based on my most recent evaluation, to the Fund's Chief
Accounting Officer:
a. All significant changes, deficiencies and material weakness, if any, in
the design or operation of the Subadviser's internal controls and
procedures which could adversely affect the Adviser's ability to record,
process, summarize and report financial data with respect to the Fund in
a timely fashion;
b. Any fraud, whether or not material, that involves the Subadviser's
management or other employees who have a significant role in the
Subadviser's internal controls and procedures for financial reporting as
they relate to our duties as Subadviser to the Fund.
I certify that to the best of my knowledge:
a. The Subadviser's Portfolio Manager(s) has/have complied with the
restrictions and reporting requirements of the Code of Ethics (the
"Code"). The term Portfolio Manager is as defined in the Code.
b. The Subadviser has complied with the Prospectus and Statement of
Additional Information of the Funds and the Policies and Procedures of
the Funds as adopted by the Fund's Board of Trustees to the extent they
relate to our duties as Subadviser to the Fund.
c. I have no knowledge of any compliance violations except as disclosed in
writing to the Phoenix Compliance Department by me or by the
Subadviser's compliance administrator.
d. The Subadviser has complied with the rules and regulations of the 33 Act
and 40 Act, and such other regulations as may apply to the extent those
rules and regulations pertain to the responsibilities of the Subadviser
with respect to the Fund as outlined above.
This certification relates solely to the Funds named above and may not be relied
upon by any other fund or entity.
The Subadviser does not maintain the official books and records of the above
Funds. The Subadviser's records are based on its own portfolio management
system, a record-keeping system that is not intended to serve as the Funds'
official accounting system. The Subadviser is not responsible for the
preparation of the Reports.
------------------------------- --------------------------
[Name of Authorized Signature] Date
17
SCHEDULE F
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DESIGNATED SERIES
Phoenix Emerging Markets Bond Fund
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