EXHIBIT 77Q1(E)(1) - First Amendment to Amended and Restated Investment
Advisory Agreement between Phoenix Multi-Series Trust and Phoenix
Investment Counsel, Inc. dated July 29, 2005, filed herewith.
EXHIBIT 77Q1(E)(2) - Subadvisory Agreement between Phoenix Investment
Counsel, Inc. and Seneca Capital Management LLC dated July 29, 2005, on
behalf of Phoenix High Yield Securities Fund, filed herewith.
FIRST AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT effective as of the 29th day of July, 2005
amends that certain Amended and Restated Investment Advisory
Agreement dated as of November 20, 2002 (the "Agreement") by and
between Phoenix Multi-Series Trust, a Delaware statutory trust
(the "Trust") and Phoenix Investment Counsel, Inc., a
Massachusetts corporation (the "Adviser") as follows:
1. The name of the series Phoenix-▇▇▇▇▇▇▇ Multi-Sector Fixed
Income Series Fund will become Phoenix Multi-Sector Fixed
Income Series Fund and Phoenix-▇▇▇▇▇▇▇ Multi-Sector Short
Term Bond Fund will become Phoenix Multi-Sector Short Term
Bond Fund.
2. The Phoenix High Yield Securities Fund will become a series
of the Trust.
3. Schedule A to the Agreement is hereby deleted in its
entirety and Schedule A attached hereto substituted in its
place.
4. Except as expressly amended hereby, all provisions of the
Agreement shall remain in full force and effect and are
unchanged in all other respects. All initial capitalized
terms used herein shall have such meanings as ascribed
thereto in the Agreement, as amended. All terms and
phrases in quotations shall have such meaning as ascribed
thereto in the Investment Company Act of 1940, as amended.
5. This Amendment shall become effective on the date first
accepted by the Adviser which date is set forth on the
signature page hereof.
6. This Amendment may be executed in one or more counterparts,
each of which shall be deemed to be an original and, all of
which, when taken together, shall constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto intending to be
legally bound have caused this Agreement to be executed by their
duly authorized officers of other representatives.
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Clerk
PHOENIX MULTI-SERIES TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
SCHEDULE A
SERIES INVESTMENT ADVISORY FEE
Phoenix High Yield Securities Fund 0.65%
$1+ Billion
$1st through $2
Billion Billion $2+ Billion
Phoenix Multi-Sector Fixed
Income Fund 0.55% 0.50% 0.45%
Phoenix Multi-Sector Short Term
Bond Fund 0.55% 0.50% 0.45%
The parties to this Agreement hereby acknowledge the following fund name
changes: Phoenix Multi-Sector Fixed Income Fund f/k/a Phoenix-▇▇▇▇▇▇▇
Multi-Sector Fixed Income Fund and Phoenix Multi-Sector Short Term Bond
Fund f/k/a Phoenix-▇▇▇▇▇▇▇ Multi-Sector Short Term Bond Fund.
PHOENIX MULTI-SERIES TRUST
Phoenix High Yield Securities Fund
SUBADVISORY AGREEMENT
July 29, 2005
Seneca Capital Management LLC
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RE: Subadvisory Agreement
Ladies and Gentlemen:
Phoenix Multi-Series Trust (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 High Yield Securities 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 Seneca Capital Management LLC (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.
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.
A. 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.
B. The Fund and the Adviser acknowledge that the Subadviser
is an investment adviser to other clients, including
accounts in which the Subadviser or affiliates of the
Subadviser have a beneficial interest. The Fund and the
Adviser understand and agree that the Subadviser's
management services for its other clients may differ as
to timing and/or content from its management of the
Series. Subadviser will have no obligation to buy or
sell for the Series any security that the Subadviser or
any affiliate may purchase or sell for itself or for
other clients. The Fund and the Adviser further
recognize that transactions in any particular security
may not be accomplished for all Subadviser clients'
accounts at the same time or at the same price.
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. The Fund and the Adviser each represent
that it has reviewed the disclosure in the Subadviser's
Form ADV regarding the factors the Subadviser will
consider in selecting brokers and dealers and that it
understands that disclosure.
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, including,
without limitation, portfolio accounts in which the
Subadviser or one or more of its affiliates has a
beneficial interest. 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 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, and the
Subadviser shall be in breach of the foregoing provision
only if the affiliated broker or dealer is included in
such a list to the Subadviser prior to such prohibited
action.
6. Proxies.
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 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.
B. The Subadviser is authorized 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 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 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. 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.
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 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
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. 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:
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, 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.
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-Series Trust" 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,
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 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 Seneca at:
Seneca Capital Management LLC
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Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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.
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)
PHOENIX MULTI-SERIES TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Clerk
ACCEPTED:
SENECA CAPITAL MANAGEMENT LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Chief Operating Officer
SCHEDULES:
A. Operational Procedures
B. Record Keeping Requirements
C. Fee Schedule
D. Subadviser Functions
E. Form of Sub-Certification
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 or email 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.
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 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
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 is to be 50% of
the gross management fee as calculated based on the average
daily net assets of the Phoenix High Yield Securities Fund.
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;
(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; and
(g) Provide reasonable assistance in the valuation of
securities including the participation of appropriate
representatives at fair valuation committee meetings.
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.
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