EXHIBIT 5.6
FORM OF INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT made effective as of the 15th day of July, 1997 (the
"Contract Date") by and between The Phoenix Edge Series Fund (the "Trust"), a
Massachusetts business trust authorized to issue shares of beneficial interest
in separate series, and Phoenix Investment Counsel, Inc. (the "Adviser"), a
Massachusetts corporation.
WITNESSETH THAT:
1. The Trust hereby appoints the Adviser to act as investment adviser
to the Trust on behalf of the Research Enhanced Index Series (the "Series"), for
the period and on the terms set forth herein. The Adviser accepts such
appointment and agrees to render the services described in this Agreement for
the compensation herein provided.
2. In the event that the Trustees desire to retain the Adviser to
render investment advisory services hereunder with respect to one or more
additional series ("Additional Series"), the Trust shall notify the Adviser in
writing. If the Adviser is willing to render such services, it shall notify the
Trust in writing, whereupon such Additional Series shall become subject to the
terms and conditions of this Agreement.
3. The Adviser shall assist in coordinating oversight of an investment
program for the Series and any Additional Series which may become subject to the
terms and conditions set forth herein (which, together with the Series is
sometimes collectively referred to as the "Series") and subject to the
engagement of a Subadviser for the Series, manage the investment and
reinvestment of the assets of each Series, subject at all times to the
supervision of the Trustees.
4. The Adviser shall, for all purposes herein, be deemed to be an
independent contractor.
5. The Adviser shall furnish at its own expense, or pay the expenses
of the Series, for the following:
(a) Office facilities, including office space, furniture and equipment;
(b) Personnel necessary to perform the functions required to manage the
investment and reinvestment of each Series' assets (including those
required for research, statistical and investment work);
(c) Personnel to serve without salaries from the Trust as officers or
agents of the Trust. The Adviser need not provide personnel to
perform, or pay the expenses of the Trust for, services customarily
performed for an open-end management investment
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company by its national distributor, custodian, financial agent,
transfer agent, auditors and legal counsel;
(d) Compensation and expenses, if any, of the Trustees who are also
full-time employees of the Adviser; and
(e) Fees and expenses payable to any Subadviser appointed by Phoenix
Home Life Mutual Insurance Company ("Phoenix") to act on behalf of
the Trust provided that the advisory fee payable to any such
Subadviser shall not exceed the sum described in paragraph 8(a)
below.
6. As between the Trust and the Adviser, all costs and expenses not
specifically enumerated herein as payable by the Adviser shall be paid by the
Trust. Such expenses shall include, but shall not be limited to, all expenses
(other than those specifically referred to as being borne by the Adviser)
incurred in the operation of the Trust and any public offering of its shares,
including, among others, interest, taxes, brokerage fees and commissions, fees
of Trustees who are not full-time employees of the Adviser or any of its
affiliates, expenses of Trustees' and shareholders' meetings including the cost
of printing and mailing proxies, certain expenses of insurance premiums for
fidelity and other coverage, expenses of repurchase and redemption of shares,
expenses of issue and sale of shares (to the extent not borne by its national
distributor under its agreement with the Trust), association membership dues,
charges of custodians, transfer agents, dividend disbursing agents and financial
agents, bookkeeping, auditing and legal expenses. The Trust will also pay the
fees and bear the expense of registering and maintaining the registration of the
Trust and its shares with the Securities and Exchange Commission and registering
or qualifying its shares under state or other securities laws and the expense of
preparing and mailing prospectuses and reports to shareholders. Additionally, if
authorized by the Trustees, the Trust shall pay for extraordinary expenses and
expenses of a non-recurring nature which may include, but not be limited to the
reasonable and proportionate cost of any reorganization or acquisition of assets
and the cost of legal proceedings to which the Trust is a party.
7. Subject to the terms of any subadvisory agreement between Adviser,
the Trust and others, Adviser undertakes to abide by policies and procedures
adopted by the Trust.
8. For providing the services and assuming the expenses outlined
herein, the Trust agrees that the Adviser shall be compensated as follows:
(a) Within eight days after the end of each month, the Trust shall pay
the Adviser a monthly fee at the annual rate of .45% of the average
aggregate daily net asset values of the Series. The amounts payable
to the Adviser with respect to the Series shall be based upon the
average of the values of the net assets of such Series as of the
close of business each day, computed in accordance with the then
effective registration statement for the Series.
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(b) Compensation shall accrue immediately upon the Contract Date.
(c) If there is termination of this Agreement during a month, each
Series fee for that month shall be proportionately computed upon
the average of the aggregate daily net asset values of such Series
for such partial period in such month.
(d) The Adviser agrees to reimburse the Trust for the amount, if any,
by which the total operating and management expenses for any Series
(including the Adviser's compensation, pursuant to this paragraph,
but excluding taxes, interest, costs of Series acquisitions and
dispositions and extraordinary expenses), for any "fiscal year"
exceed the level of expenses which such Series is permitted to bear
under the most restrictive expense limitation (which is not waived
by a State) imposed on open-end investment companies by any state
in which shares of such Series are then qualified. Such
reimbursement, if any, will be made by the Adviser to the Trust
within eight days after the end of each month. For the purpose of
this subparagraph (d), the term "fiscal year" shall include the
portion of the then current fiscal year which shall have elapsed at
the date of termination of this Agreement.
9. The services of the Adviser to the Trust are not to be deemed
exclusive, the Adviser being free to render services to others and to engage in
other activities. Without relieving the Adviser of its duties hereunder and
subject to the prior approval of the Trustees and subject further to compliance
with applicable provisions of the Investment Company Act of 1940, as amended,
the Adviser may appoint one or more agents to perform any of the functions and
services which are to be provided under the terms of this Agreement upon such
terms and conditions as may be mutually agreed upon among the Trust, the
Adviser, Phoenix and any such agent.
10. The Adviser shall not be liable to the Trust or to any shareholder
of the Trust for any error of judgment or mistake of law or for any loss
suffered by the Trust or by any shareholder of the Trust in connection with the
matters to which this Agreement or any Subadvisory Agreement relates, except a
loss resulting from willful misfeasance, bad faith, gross negligence or reckless
disregard on the part of the Adviser in the performance of its duties hereunder.
11. It is understood that:
(a) Trustees, officers, employees, agents and shareholders of the Trust
are or may be "interested persons" of the Adviser or any subadviser
as directors, officers, stockholders or otherwise;
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(b) Directors, officers, employees, agents and stockholders of the
Adviser or any subadviser are or may be "interested persons" of the
Trust as Trustees, officers, shareholders or otherwise; and
(c) The existence of any such dual interest shall not affect the
validity hereof or of any transactions hereunder.
12. This Agreement shall become effective with respect to the Series as
of the Contract Date and with respect to any Additional Series, on the date
specified in the notice to the Trust from the Adviser in accordance with
paragraph 2 hereof that the Adviser is willing to serve as Adviser with respect
to such Additional Series. Unless terminated as herein provided, this Agreement
shall remain in full force and effect until August 31, 1998, and, with respect
to each Additional Series, until the next anniversary of the Contract Date on
which such Additional Series became subject to the terms and conditions of this
Agreement and shall continue in full force and effect for periods of one year
thereafter with respect to each Series ending on August 31st of each year
thereafter so long as (a) such continuance with respect to any such Series is
approved at least annually by either the Trustees or by a "vote of the majority
of the outstanding voting securities" of such Series and (b) the terms and any
renewal of this Agreement with respect to any such Series have been approved by
a vote of a majority of the Trustees who are not parties to this Agreement or
"interested persons" of any such party cast in person at a meeting called for
the purpose of voting on such approval; provided, however, that the continuance
of this Agreement with respect to each Additional Series is subject to its
approval by a "vote of a majority of the outstanding voting securities" of any
such Additional Series on or before the next anniversary of the Contract Date
following the date on which such Additional Series became a Series hereunder.
Any approval of this Agreement by a vote of the holders of a "majority
of the outstanding voting securities" of any Series shall be effective to
continue this Agreement with respect to such Series notwithstanding (a) that
this Agreement has not been approved by a "vote of a majority of the outstanding
voting securities" of any other Series of the Trust affected thereby and (b)
that this Agreement has not been approved by the holders of a "vote of a
majority of the outstanding voting securities" of the Trust, unless either such
additional approval shall be required by any other applicable law or otherwise.
13. The Adviser shall furnish any state insurance commissioner with
such information or reports in connection with the services provided under this
Agreement as the Commissioner may request in order to ascertain whether variable
life insurance or variable annuity operations are being conducted in accordance
with applicable law or regulations. The Trust shall own and control all records
that pertain to the services provided under this Agreement and such records
shall be open to inspection, audit and photocopying during regular business
hours by the Trustees, officers, counsel and auditors of the Trust.
14. The Trust may terminate this Agreement with respect to the Trust or
to the Series upon 60 days' written notice to the Adviser at any time, without
the payment of any penalty, by
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vote of the Trustees or, as to each Series, by a "vote of the majority of the
outstanding voting securities" of such Series. Provided further, Phoenix shall
also have the right to terminate this Agreement upon 60 days' written notice.
The Adviser may terminate this Agreement upon 60 days' written notice to the
Trust, without the payment of any penalty. This Agreement shall immediately
terminate in the event of its "assignment".
15. The terms ?majority of the outstanding voting securities",
"interested persons" and "assignment", when used herein, shall have the
respective meanings in the Investment Company Act of 1940, as amended.
16. It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but bind only the trust property of
the Trust, as provided in the Declaration of Trust. The execution and delivery
of this Agreement have been authorized by the Trustees and shareholders of the
Trust and signed by the President of the Trust, acting as such, and neither such
authorization by such Trustees and shareholders nor such execution and delivery
by such officer shall be deemed to have been made by any of them individually or
be binding upon or impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. The Declaration of Trust, as amended, is or shall be on file with the
Secretary of The Commonwealth of Massachusetts.
17. This Agreement shall be construed and the rights and obligations of
the parties hereunder enforced in accordance with the laws of the Commonwealth
of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers as of the day and year first written above.
THE PHOENIX EDGE SERIES FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, President
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President