EXHIBIT d.4
SUBADVISORY AGREEMENT
BETWEEN
PIC AND ACADIAN ASSET MANAGEMENT, INC.
SUBADVISORY AGREEMENT
---------------------
PHOENIX INVESTMENT TRUST 97
PHOENIX VALUE EQUITY FUND
October 3, 2005
Acadian Asset Management, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
RE: SUBADVISORY AGREEMENT
Ladies and Gentlemen:
Phoenix Investment Trust 97 (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 Value Equity 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 Acadian Asset Management, Inc. (the "Subadviser") as a
discretionary series adviser to invest and reinvest that discrete portion
of the assets of the Series designated by the Adviser 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 Series and agrees
to use its best professional judgment to make investment decisions for
the 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 Series,
the Subadviser shall be subject to the investment objectives, policies
and restrictions of the Fund as they apply to the 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 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 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 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 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 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.
B. The Subadviser may manage other portfolios and expects that the
Fund and other portfolios it 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
Fund 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
2
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. Further, in the event not all portfolios are
allocated the entire number of securities sought to be bought or
sold on behalf of such portfolio, it is possible that no portfolio
will be deemed to have purchased or sold the entire number of
securities sought to be purchased or sold on behalf of such
portfolio.
C. The Subadviser shall not execute any Series transactions for the
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. 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 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
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
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
Series to file Form N-PX as required by Rule 30b1-4 under the Act.
7. Prohibited Conduct. In providing the services described in this
Agreement, the Subadviser will not consult with any other investment
advisory firm that provides investment advisory services to any
investment company sponsored by Phoenix Investment Partners, Ltd.
regarding transactions for the Fund in securities or other assets. 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.
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 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 Series during the most recently completed
quarter, to include written communication that the Series is in
compliance with its investment objectives and practices, the Act
and applicable rules and regulations under the Act, and the
requirements of Subchapter M under the
3
Internal Revenue Code of 1986, as amended, and otherwise 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 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 regarding its management of the 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 breach of the investment objectives, policies and
restrictions applicable to the Series and that such acts or omissions
shall not have resulted from the Subadviser's willful misfeasance, bad
faith or gross negligence, or a breach of its duty or of its obligations
hereunder (provided, however, that the foregoing shall not be construed
to protect the Subadviser from liability under the Act).
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 Series and the actions of
the Subadviser and the Fund in respect thereof.
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:
4
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 Rules 204A-1 and 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 violation of
its Code of Ethics, or the code of ethics of the Fund pertaining
to the section on Unlawful Actions, or if such a violation has
occurred, that appropriate action was taken in response to such
violation. Annually, the Subadviser shall furnish a written report
which complies with the requirements of Rules 204A-1(b) and 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 requested by the Fund. The Subadviser agrees to
cooperate with periodic reviews by the Fund's compliance personnel
of the Subadviser's policies 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 Series.
5
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 Investment Trust 97" 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. Amendment. 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, and E, 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, 2006. 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 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 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
6
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.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇, Vice President and Clerk
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
(b) To Acadian at:
Acadian Asset Management, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Executive Vice President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇-▇▇▇▇▇.▇▇▇
20. Certifications. The Subadviser hereby warrants and represents that it
will provide the requisite certifications requested by the chief
executive officer and chief financial officer of the Fund necessary for
those named officers to fulfill their reporting and certification
obligations on Form N-CSR as required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of
2002. 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, or breach of
fiduciary duty of the Subadviser.
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.
7
PHOENIX INVESTMENT TRUST 97
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Clerk
ACCEPTED:
ACADIAN ASSET MANAGEMENT, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President
SCHEDULES: A. Operational Procedures
B. Record Keeping Requirements
C. Fee Schedule
D. Subadviser Functions
E. Form of Sub-Certification
8
SCHEDULE A
----------
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of
information to be supplied to State Street Bank and 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. (Subadviser will be responsible for reimbursement to the Fund for
any loss caused by 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;
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 so that the Subadviser will know the amount available for
investment purposes.
9
SCHEDULE B
----------
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
10
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.
11
SCHEDULE C
----------
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
Series shall be valued as set forth in the then current registration statement
of the Fund.
(b) The fee to be paid to the Subadviser as calculated based on the
average daily net assets of the Phoenix Value Equity Fund managed by Acadian
Asset Management, Inc. is as follows:
-------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ANNUAL RATE PERCENTAGE (%)
----------------------------------------- -------------------------------
First $1 Billion 0.375%
----------------------------------------- -------------------------------
Over $1 Billion to $2 Billion 0.350%
----------------------------------------- -------------------------------
Over $2 Billion 0.325%
-------------------------------------------------------------------------
12
SCHEDULE D
----------
SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of the Series'
assets, the Subadviser shall provide, at its own expense:
(a) An investment program for the 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;
(b) Implementation of the investment program for the Series based upon
the foregoing criteria;
(c) 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 Series assets in accordance with the then
prevailing Prospectus and Statement of Additional Information
pertaining to the 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 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 Series'
investment program, including, without limitation, analysis of
Series performance;
(d) Promptly after filing with the SEC an amendment to its Form ADV, a
copy of such amendment to the Adviser and the Trustees;
(e) 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
(f) 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.
(g) Provide reasonable assistance in the valuation of securities
including the participation of appropriate representatives at fair
valuation committee meetings.
13
SCHEDULE E
FORM OF SUB-CERTIFICATION
To:
Re: Form N-CSR Certification for the [Name of Series].
From: [Name of Subadviser]
Representations in support of Investment Company Act Rule 30b1-5
certifications of Form N-CSR.
[Name of 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 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 sub-adviser 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.
14
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 in a timely
fashion;
b. Any fraud, whether or not material, that involves the Subadviser's
management or other employees who have significant role in the
Subadviser's internal controls and procedures for financial reporting.
I certify that to the best of my knowledge:
a. The Subadviser's portfolio manager 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.
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 sub-Subadviser's records are based on its own portfolio management
system, a record-keeping system that is not intended to service as the Funds'
official accounting system. The Subadviser is not responsible for the
preparation of the Reports.
------------------------------- --------------------------
[Name of Authorized Signature] Date
15
