ATTACHED ARE TWO 77Q1 EXHIBITS:
(1) - 77Q1(a) Certificate of Amendment to Certificate of Statutory
Trust of Phoenix-Oakhurst Strategic Allocation Fund:
(2) - 77Q1(e) Subadvisory Agreement dated January 1, 2005 between
Phoenix Strategic Allocation Fund and ▇▇▇▇▇▇▇▇ Asset Management:
(1)
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF STATUTORY TRUST
OF PHOENIX-OAKHURST
STRATEGIC ALLOCATION FUND
This Certificate of Amendment is being executed as of
January 3, 2005 for the purposes of amending the Certificate of
Statutory Trust filed with the Secretary of State of the State
of Delaware on August 17, 2000 pursuant to the Delaware
Statutory Trusts Act, 12 Del. C. section 3801 et. seq. (the "Act").
The undersigned hereby certifies as follows:
1. The name of the statutory trust is Phoenix-Oakhurst
Strategic Allocation Fund.
2. The name of the statutory trust shall be amended by
the filing a Certificate of Amendment to Certificate
of Statutory Trust as follows:
Name: The name of the statutory trust is Phoenix
Strategic Allocation Fund.
3. Effective Date and Time: This Certificate of
Amendment to Certificate of Statutory Trust shall be
effective immediately upon filing in the Office of the
Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, being one of the
trustees of the Trust, have executed this Certificate of
Amendment to Certificate of Statutory Trust as of the day and
year first above written.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
(2)
PHOENIX STRATEGIC ALLOCATION FUND
SUBADVISORY AGREEMENT
January 1, 2005
▇▇▇▇▇▇▇▇ Asset Management
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
RE: Subadvisory Agreement
Ladies and Gentlemen:
Phoenix Strategic Allocation 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 Strategic Allocation Fund (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 ▇▇▇▇▇▇▇▇ Asset Management (the
"Subadviser") as a discretionary series adviser to invest
and reinvest the assets of the equity portion of the
portfolio of the 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 equity portion of the portfolio 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 equity portion of the portfolio
of the Series only, as set forth in the Fund's then current
Prospectus and Statement of Additional Information (as the
same may be modified from time to time and provided to the
Subadviser by Adviser), and to any applicable 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 approval,
effect any transactions that would cause the equity portion
of the portfolio of the Series at the time of the
transaction to be out of compliance with any of such
restrictions or policies. The Adviser shall be responsible
for monitoring compliance with the investment objectives,
policies and restrictions of the Fund.
4. Transaction Procedures. The series transactions placed for
the Series by the Subadviser will 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 equity
securities for the Series, 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 Series, 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 Series, as to
which the Subadviser exercises investment discretion,
notwithstanding that the Series may not be the direct or
exclusive beneficiary of any such services or that another
broker may be willing to charge the Series a lower
commission on the particular transaction.
B. The Subadviser shall not execute any securities
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 will provide the Subadviser
with a list of brokers and dealers that are "affiliated
persons" of the Fund or Adviser.
6. Proxies and Class Actions. The Subadviser shall review all
the proxy solicitation materials it receives on behalf of
the Series. Unless the Advisor 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 received with respect to the
issuers of the equity securities in which assets of the
Series may be invested. The Advisor shall cause the
Custodian to forward promptly to the Subadviser all such
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 Advisor
with quarterly proxy voting reports in such form as the
Advisor may request from time to time. The Subadviser
will not advise or act on behalf of the Series in regards
to class actions filings, with respect to any securities
held in the Series portfolio.
7. 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.
8. 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, a violation of
the standard of care established by and applicable to the
Subadviser in its actions under this Agreement 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).
9. 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.
10. 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.
11. 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 ("Advisers Act").
B. It will maintain, keep current and preserve on behalf
of the Series, in the manner required or permitted by the
Act and the Rules thereunder, 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 Series, and will be surrendered to the
Series or to Adviser as agent of the Series promptly upon
request of either.
C. It has or shall adopt a written code of ethics
complying with the requirements of Rule 17j-l under the Act
and will provide the Fund and Adviser with a copy of the
code of ethics and evidence of its adoption. Subadviser
acknowledges receipt of the written code of ethics adopted
by and on behalf of the Fund (the "Code of Ethics"). Within
15 days of the end of each calendar quarter while this
Agreement is in effect, a duly authorized compliance
officer of the Subadviser shall certify to the Fund and to
Adviser that the Subadviser has complied with the
requirements of Rule 17j-l during the previous calendar
quarter and that there has been no violation of its code of
ethics, or the Code of Ethics, or if such a violation has
occurred, that appropriate action was taken in response to
such violation. The Subadviser shall permit the Fund and
Adviser to examine the reports required to be made by the
Subadviser under Rule 17j-l(c)(1) and this subparagraph.
D. 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 Strategic Allocation 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.
12. 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, and D, is subject to the approval of the
Trustees and the Shareholders of the Fund as and to the
extent required by the Act.
13. 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 the first
meeting of the shareholders of the Series, and, if its
renewal is approved at that meeting in the manner required
by the Act, shall continue in effect 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 Investment Company Act, and by the majority
vote of the disinterested Trustees in accordance with the
requirements of Section 15(c) thereof.
14. 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.
15. 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.
16. 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.
17. 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-SAR as required under the ▇▇▇▇▇▇▇▇-
▇▇▇▇▇ Act of 2002.
18. 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.
PHOENIX STRATEGIC ALLOCATION FUND
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Clerk
ACCEPTED:
▇▇▇▇▇▇▇▇ ASSET MANAGEMENT
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Chief Financial Officer
SCHEDULES:
A. Operational Procedures
B. Record Keeping Requirements
C. Fee Schedule
D. Subadviser Functions
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"), the custodian for the
Series.
The Subadviser must furnish the Custodian 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 (confirmation received from
broker). The necessary information can be sent via facsimile
machine to the Custodian. Information provided to the Custodian
shall include the following:
1. Purchase or sale;
2. Security name;
3. CUSIP number (if 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; and
14. Identified tax lot (if applicable).
When opening accounts with brokers for, and in the name of, the
Series, the account must be a cash account. No margin accounts
are to be maintained in the name of the Series. Delivery
instructions are as specified by the Custodian. The Custodian
will supply the Subadviser daily with a cash availability
report. This will normally be done by telex 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 Series 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 placed by the Subadviser 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 (Phoenix Investment Counsel, Inc.)
(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-(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
Investment Advisers Act of 1940, to the extent such records
are necessary or appropriate to record the Subadviser's
transactions for the Series.
______________________________________
*Such information might include: current financial information,
annual and quarterly reports, press releases, reports by
analysts and from brokerage firms (including their
recommendation; i.e., buy, sell, hold) or any internal reports
or subadviser review.
SCHEDULE C
SUBADVISORY FEE
(a) For services provided to the Series, 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 of fee schedule as follows:
Phoenix Strategic Allocation Series 0.325% on the first $1 billion
0.30% on $1 billion to $2 billion
0.275% on the excess over $2 billion
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 Series shall be valued as set forth in the then
current registration statement of the Fund.
The subadvisory fees paid by the Adviser to the Subadviser
will be based on the relative value of the portion of the Series
portfolio managed by the Subadviser to the total value of the
Series portfolio at each calendar month end.
For example, if at month end the value of the portion of
the Series portfolio managed by the Subadviser is $50 million
and the total value of the Series portfolio is $90 million then
the Subadviser apportionment would be 55.6% ($50 million divided
by $90 million)
SCHEDULE D
SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of
the equity portion of the portfolio of the Series, the
Subadviser shall provide, at its own expense:
(a) An investment program for the equity portion of the
portfolio of 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 Adviser;
(b) Implementation of such investment program for the
Series based upon the foregoing criteria;
(c) Quarterly reports, in form and substance acceptable to
the Adviser, with respect to: i) compliance with the
Code of Ethics and the Subadviser'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 the equity portion of the portfolio
of the Series 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 as it relates to the
equity portion of the portfolio;
(d) Promptly after filing with the Securities and Exchange
Commission 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
Investment Company Act of 1940 or otherwise.