EXHIBIT d.4
PHOENIX SERIES FUND
SUBADVISORY AGREEMENT
PHOENIX SERIES FUND
SUBADVISORY AGREEMENT
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June 28, 2006
▇▇▇▇▇▇ Investment Management, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: SUBADVISORY AGREEMENT
Ladies and Gentlemen:
Phoenix Series Fund (the "Trust") 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 Trust are offered or may be offered in several series
(collectively, sometimes hereafter referred to as the "Series").
Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series
subadvisers 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 ▇▇▇▇▇▇ Investment Management, Inc. (the "Subadviser") as a
discretionary series subadviser to invest and reinvest the assets of
each of the Series set forth on Schedule F attached hereto (the
"Designated Series") on the terms and conditions set forth herein. The
services of the Subadviser hereunder are not to be deemed exclusive by
reason of this Agreement (and without prejudice to any applicable
restrictions set forth in any other written agreement between the
Subadviser or any of its affiliates, on the one hand, and the Adviser
or any of its affiliates, on the other hand); the Subadviser may
(subject to the terms of any such other written agreements) render
services to others and engage in other activities that do not conflict
in any material manner with the Subadviser's performance hereunder.
2. Acceptance of Employment; Standard of Performance. The Subadviser
accepts its employment as a discretionary series subadviser of each of
the Designated Series and agrees to use its best professional judgment
to make investment decisions for each such Designated Series in
accordance with the provisions of this Agreement and as set forth in
Schedule D attached hereto and made a part hereof.
3. Services of Subadviser. In providing management services to each of the
Designated Series, the Subadviser shall be subject to the investment
objectives, policies and restrictions of the Trust as they apply to
such Designated Series and as set forth in the
Trust'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
Trust'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 Trust (the "Trustees"),
and to instructions from the Adviser. The Subadviser shall not, without
the Trust's prior written approval, effect any transactions that would
cause any Designated Series at the time of the transaction to be out of
compliance with any of such restrictions or policies applicable to such
Designated Series.
4. Transaction Procedures. All series transactions for the Designated
Series shall be consummated by payment to, or delivery by, the
custodian(s) from time to time designated by the Trust (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 Trust all investment orders for the Designated Series
placed by it with brokers and dealers at the time and in the manner set
forth in Schedule A hereto (as amended from time to time). The Trust
shall issue to the Custodian such instructions as may be appropriate in
connection with the settlement of any transaction initiated by the
Subadviser. The Trust 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 Portfolio Transactions. The Subadviser shall have
authority and discretion to select brokers and dealers to execute
Designated Series transactions initiated by the Subadviser, and to
select the markets in which the transactions will be executed.
A. In placing orders for the sale and purchase of the Designated
Series' securities for the Trust, 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
Trust, 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
Trust, as to which the Subadviser exercises investment discretion,
notwithstanding that the Trust may not be the direct or exclusive
beneficiary of any such services or
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that another broker may be willing to charge the Trust a lower
commission on the particular transaction.
B. The Subadviser may manage other portfolios and expects that the
Trust and other portfolios the Subadviser manages will, from time
to time, purchase or sell the same securities. The Subadviser may
aggregate orders for the purchase or sale of securities on behalf
of the Designated Series with orders on behalf of other portfolios
the Subadviser manages in accordance with the policies with respect
to the execution of portfolio transactions as set forth in the
Fund's then current Prospectus and Statement of Additional
Information, as amended from time to time, and under the Act.
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 transactions for the
Designated Series with a broker or dealer that is an "affiliated
person" (as defined in the Act) of the Trust, the Subadviser or the
Adviser unless such execution is in compliance with the procedures
and standards adopted by the Board of Trustees, as set forth in the
Fund's then current Prospectus and Statement of Additional
Information, as amended from time to time, and under the Act. The
Trust shall provide the Subadviser with a list of brokers and
dealers that are "affiliated persons" of the Trust or the Adviser
and will notify the Subadviser as promptly as practicable when such
list changes.
6. Proxies.
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A. The Subadviser, or a third party designee acting under the
authority and supervision of the Subadviser, shall review all proxy
solicitation materials and be responsible for voting and handling
all proxies in relation to the assets of the Designated Series.
Unless the Adviser or the Trust gives the Subadviser written
instructions to the contrary, the Subadviser or an agent designated
by the Subadviser will, in compliance with the proxy voting
procedures of the Designated Series then in effect, vote or abstain
from voting, all proxies solicited by or with respect to the
issuers of securities in which assets of the Designated Series may
be invested. The Adviser shall cause the Custodian to forward
promptly to the Subadviser all proxies upon receipt, so as to
afford the Subadviser a reasonable amount of time in which to
determine how to vote such proxies. The Subadviser agrees to
provide the Adviser in a timely manner with a record of votes cast
containing all of the voting information required by Form N-PX in
an electronic format to enable the Trust to file Form N-PX as
required by Rule 30b1-4 under the Act.
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B. The Subadviser is authorized to deal with reorganizations and
exchange offers with respect to securities held in the Series in
such manner as the Subadviser deems advisable, unless the Trust or
the Adviser otherwise specifically directs in writing.
7. Prohibited Conduct. In providing the services described in this
Agreement, the Subadviser's responsibility regarding investment advice
hereunder is limited to the Designated Series, and the Subadviser will
not consult with any other investment advisory firm that provides
investment advisory services to the Trust or any other investment
company sponsored by Phoenix Investment Partners, Ltd. regarding
transactions for the Trust in securities or other assets. The Trust
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 Trust 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 Trust and the Adviser informed of
developments relating to its duties as Subadviser of which the
Subadviser has, or should have, knowledge that would materially
affect the Designated Series. In this regard, the Subadviser shall
provide the Trust, the Adviser and their respective officers with
such reports concerning the obligations the Subadviser has assumed
under this Agreement as the Trust and the Adviser may from time to
time reasonably request. In addition, prior to each regular meeting
of the Trustees, the Subadviser shall provide the Adviser and the
Trustees with reports regarding the Subadviser's management of the
Designated Series managed by the Subadviser during the most
recently completed quarter which reports: (i) shall include, to the
extent possible, Subadviser's representation that its performance
of its investment management duties hereunder is in compliance with
the Trust's investment objectives and practices, the Act and
applicable rules and regulations under the Act, and the
diversification 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, as defined under
Section 2(a)(3) of the Act, 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.
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C. The Subadviser shall also provide the Adviser with any information
reasonably requested by the Adviser regarding its management of the
Designated Series required for any shareholder report, amended
registration statement, or Prospectus supplement to be filed by the
Trust 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 Trust and the Adviser (the "Advisory
Agreement"), the Adviser is solely responsible for the payment of fees
to the Subadviser.
10. Limitation of Liability. The Subadviser shall not by reason of this
Agreement (and without prejudice to any liabilities the Subadviser may
have pursuant to any other written agreement between the Subadviser or
any of its affiliates, on the one hand, and the Adviser or any of its
affiliates, on the other hand) 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 Trust,
provided, however, that such acts or omissions shall not have
constituted a material breach of the investment objectives, policies
and restrictions or laws or regulations applicable to any of the
Designated Series as defined in the Prospectus and Statement of
Additional Information or under the Act or other applicable laws or
regulations, as applicable, and that such acts or omissions shall not
have resulted from the Subadviser's willful misfeasance, bad faith or
gross negligence, or reckless disregard of its obligations and duties
hereunder.
11. Confidentiality. Subject to the duty of the Subadviser and the Trust to
comply with applicable law (but without prejudice to any applicable
restrictions set forth in any other written agreement between the
Subadviser or any of its affiliates, on the one hand, and the Adviser
or any of its affiliates, on the other hand), including any demand of
any regulatory or taxing authority having jurisdiction, the Subadviser
shall treat as confidential all information pertaining to the
Designated Series and the actions of the Subadviser and the Trust 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 Trust 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 Trust 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 subadvisory agreement.
13. Representations, Warranties and Agreements of the Subadviser. The
Subadviser represents, warrants and agrees (without prejudice to any
applicable requirements set forth in any other written agreement
between the Subadviser or any of its affiliates, on the one hand, and
the Adviser or any of its affiliates, on the other hand) that:
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A. It is registered as an "Investment Adviser" under the Investment
Advisers Act of 1940, as amended ("Advisers Act").
B. It will maintain, keep current and preserve on behalf of the Trust,
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 Trust, and shall be
surrendered to the Trust or to the Adviser as agent of the Trust
promptly upon request of either. The Trust 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 Trust 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 under Rule 17j-1) from violating
its Code of Ethics. The Subadviser acknowledges receipt of the
written code of ethics adopted by and on behalf of the Trust. Each
calendar quarter while this Agreement is in effect, a duly
authorized compliance officer of the Subadviser shall certify to
the Trust and to the Adviser that the Subadviser has complied with
the requirements of Rules 204A-1 and 17j-l during the previous
calendar quarter and that there has been no material violation of
its Code of Ethics, or of Rule 17j-1(b), or that any persons
covered under its Code of Ethics has divulged or acted upon any
material, non-public information, as such term is defined under
relevant federal securities laws, and if such a violation has
occurred that appropriate action was taken in response to such
violation. Annually, the Subadviser shall furnish to the Trust and
the Adviser a written report which complies with the requirements
of Rule 17j-1 concerning the Subadviser's Code of Ethics to the
Trust and the Adviser. The Subadviser shall permit the Trust 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 Trust
could affect the Trust, by the Trust, of federal securities laws,
as defined in Rule 38a-1 under the Act, and that the Subadviser has
provided the Trust with true and complete copies of its policies
and procedures (or summaries thereof) and related information
reasonably requested by the Trust. The Subadviser agrees to
cooperate with periodic reviews by the Trust's compliance personnel
of the Subadviser's policies and procedures, their operation and
implementation and other compliance matters and to provide to the
Trust 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
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related matters and the Trust's compliance personnel may reasonably
request. The Subadviser agrees to promptly notify the Adviser of
any compliance violations which affect the Designated Series.
E. Reference is hereby made to the Declaration of Trust, as
subsequently amended, establishing the Trust, 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 Series 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 Trust shall be held to any personal liability in connection
with the affairs of the Trust; 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 Trust or of any successor of the Trust, 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 Trust,
which amendment, other than amendments to Schedules A, B, D, E and F,
is subject to the approval of the Trustees and the shareholders of the
Designated Series 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 May 16, 2008. 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 as to the entire Trust or
any individual Designated Series by any of the Adviser, the Subadviser
or the Trust without penalty hereunder, immediately upon written notice
to the other parties in the event of a material breach of any provision
thereof by a party so notified, or otherwise upon sixty (60) days'
written notice to the other parties, but any such termination shall not
affect the obligations or liabilities of any party hereto to the other
parties with respect to events occurring prior to such termination. In
the event that this Agreement is terminated pursuant to the immediately
preceding sentence with respect to some but not all of the Designated
Series, this Agreement shall remain in full force and effect in
accordance with
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its terms with respect to each of the remaining Designated Series with
respect to which it has not been terminated.
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 or the Trust at:
Phoenix Investment Counsel, Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇, Vice President and Clerk
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
(b) To ▇▇▇▇▇▇ Investment Management, Inc. at:
▇▇▇▇▇▇ Investment Management, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
20. Certifications. The Subadviser hereby warrants and represents that it
will provide, to the extent compliant with all applicable laws, the
requisite certifications reasonably requested by the chief executive
officer and chief financial officer of the Trust necessary for those
named officers to fulfill their reporting and certification
obligations on Form N-CSR and Form N-Q as required under the
▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to the extent that such reporting and
certifications relate to the Subadviser's duties and responsibilities
under this Agreement. Subadviser shall provide a quarterly
certification in a form substantially similar to that attached as
Schedule E.
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21. Indemnification. The Adviser agrees (without prejudice to any
applicable indemnification provisions set forth in any other written
agreement between the Subadviser or any of its affiliates, on the one
hand, and the Adviser or any of its affiliates, on the other hand) 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 (A) any breach by the Adviser of any provision of
this Agreement, (B) the negligence, willful misconduct, bad faith, or
breach of fiduciary duty of the Adviser, (C) any violation by the
Adviser of any law or regulation relating to its activities under this
Agreement or (D) any dispute between the Adviser and any Trust
shareholder, in each such case, except to the extent that such Losses
result from the gross negligence, willful misconduct, bad faith of the
Subadviser or the Subadviser's reckless disregard of its obligations
and duties hereunder; provided, however, that in no event shall the
Adviser be required to indemnify and hold harmless the Subadviser or
any of the Subadviser's directors, officers, employees or agents (i) in
respect of (and solely to the extent of) any matter for which the
Subadviser is required, pursuant to that certain Transaction Agreement,
dated as of March 27, 2006, by and among the Adviser, the Subadviser,
▇▇▇▇▇▇ Financial Corp. and Phoenix Investment Partners, Ltd. (the
"Transaction Agreement"), to indemnify and hold harmless any PIC
Indemnified Party (as such term is defined in the Transaction
Agreement), or (ii) to the extent that any matter for which
indemnification would otherwise be available to the Subadviser
hereunder has arisen out of, is based upon or results from a breach by
the Subadviser or any of its Affiliates (as such term is defined in the
Transaction Agreement) of the Transaction Agreement or of that certain
Strategic Partnership Agreement, dated as of March 27, 2006, by and
between the Adviser and Subadviser.
22. Receipt of Disclosure Document. The Trust 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.
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PHOENIX SERIES FUND
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President and
Assistant Secretary
ACCEPTED:
▇▇▇▇▇▇ INVESTMENT MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President and Chief Investment Officer
SCHEDULES: A. Operational Procedures
B. Record Keeping Requirements
C. Fee Schedule
D. Subadviser Functions
E. Form of Sub-Certification
F. Designated Series
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SCHEDULE A
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OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of
information to be supplied by Subadviser to State Street and Bank Trust Company
(the "Custodian") and PFPC, Inc., (the "Sub-Accounting Agent") for the Trust.
The Subadviser must furnish the Custodian and the Sub-Accounting Agent with
daily information as to executed trades, or, if no trades are executed, with a
report to that effect, no later than 5 p.m. (Eastern Standard time) on the day
of the trade each day the Trust is open for business. (Subadviser will be
responsible for reimbursement to the Trust for any loss caused by the
Subadviser's failure to comply.) It is permissible to send the necessary
information via facsimile machine to the Custodian and the Sub-Accounting Agent.
Information provided to the Custodian and the Sub-Accounting Agent shall include
the following:
1. Purchase or sale;
2. Security name;
3. CUSIP number, ISIN or Sedols (as applicable);
4. Number of shares and sales price per share or aggregate principal
amount;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed; and
14. Trade commission reason: best execution, soft dollar or research.
When opening accounts with brokers for, and in the name of, the Trust, the
account must be a cash account. No margin accounts are to be maintained in the
name of the Trust. Delivery instructions are as specified by the Custodian. The
Custodian will supply the Subadviser daily with a cash availability report via
access to the Custodian website, or by email or by facsimile and the
Sub-Accounting Agent will provide a five day cash projection. This will normally
be done by email or, if email is unavailable, by another form of immediate
written communication, so that the Subadviser will know the amount available for
investment purposes.
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SCHEDULE B
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RECORDS TO BE MAINTAINED BY THE SUBADVISER
1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other
series purchases and sales, given by the Subadviser on behalf of the
Trust 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 Trust.
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 Trust by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers
to:
(a) The Trust,
(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
12
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 Trust.
5. Records as necessary under Board-approved Phoenix Series Fund's
valuation policies and procedures.
----------------------
* Such information might include: current financial information, annual and
quarterly reports, press releases, reports by analysts and from brokerage firms
(including their recommendations, i.e., buy, sell, hold) or any internal reports
or subadviser review.
13
SCHEDULE C
----------
SUBADVISORY FEE
(a) For services provided hereunder, the Adviser will pay to the
Subadviser, on or before the 10th day of each month, a fee with respect to each
Designated Series, payable in arrears, at the annual rate stated in paragraph
(b) below. The fees payable in respect of a Designated Series shall be prorated
for any month during which this Agreement is in effect for only a portion of the
month with respect to such Designated Series. In computing the fee to be paid to
the Subadviser, the net asset value of the Trust and each Designated Series
shall be valued as set forth in the then-current registration statement of the
Trust.
(b) The fee to be paid by the Adviser to the Subadviser with respect
to each Designated Series shall be at the annual sub-advisory fee rate set forth
opposite such Designated Series' name below; provided, however, that, in the
event there is any reduction after the date of the Transaction Agreement in the
annual advisory fee rate payable by a Designated Series to the Adviser pursuant
to the Advisory Agreement, the annual sub-advisory fee rate payable by the
Adviser to the Subadviser with respect to such Designated Series automatically
shall be reduced by 50% of the amount of such reduction in such annual advisory
fee rate (measured in basis points); and provided, further, that, in the event
the net advisory fee retained by the Adviser with respect to a Designated Series
(for the avoidance of doubt, after taking into account any applicable waivers,
reimbursements or other similar offsets or arrangements applicable to such
Designated Series that are required to be paid by the Adviser or its affiliates)
is less than the annual contractual advisory fee payable by a Designated Series
to the Adviser pursuant to the Advisory Agreement, the fee to be paid by the
Adviser to the Subadviser with respect to such Designated Series automatically
shall be reduced by 50% of the amount of such difference between such
contractual advisory fee rate and such net advisory fee actually retained by the
Adviser with respect to such Designated Series (and the Subadviser agrees
promptly upon request to reimburse to the Adviser any over-payments previously
made pursuant to this Agreement to the extent that such amounts ultimately are
reasonably determined by the Adviser to be in excess of the amounts required to
be paid pursuant hereto after taking into account any annual or other periodic
reimbursements or similar payments required to be made by the Adviser or its
affiliates to the Trust or a Designated Series in connection with any such
waivers, reimbursements or other similar offsets or arrangements):
----------------------------------------------------------------------------------------------------------------------
SUBADVISORY FEE
---------------------------------------------------------------------------------
$1 BILLION TO
NAME OF SERIES FIRST $1 BILLION $2 BILLION $2+ BILLION
----------------------------------------------------------------------------------------------------------------------
Phoenix Capital Growth 0.35% 0.325% 0.30%
Fund
----------------------------------------------------------------------------------------------------------------------
14
SCHEDULE C
----------
SUBADVISORY FEE
(CONTINUED)
----------------------------------------------------------------------------------------------------------------------
SUBADVISORY FEE
---------------------------------------------------------------------------------
NEXT
NAME OF SERIES FIRST $50 MILLION $450 MILLION $500+ MILLION
----------------------------------------------------------------------------------------------------------------------
Phoenix Mid-Cap Growth 0.45% 0.40% 0.35%
Fund
----------------------------------------------------------------------------------------------------------------------
15
SCHEDULE D
----------
SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of the
Designated Series' assets, the Subadviser shall provide, at its own expense:
(a) An investment program for each Designated Series consistent
with its investment objectives based upon the development,
review and adjustment of buy/sell strategies approved from
time to time by the Board of Trustees and the Adviser in
paragraph 3 of this Subadvisory Agreement and implementation
of that program;
(b) Periodic reports, on at least a quarterly basis, in form and
substance acceptable to the Adviser, with respect to: i)
compliance with the Subadviser's Code of Ethics; ii)
compliance with procedures adopted from time to time by the
Trustees of the Trust relative to securities eligible for
resale under Rule 144A under the Securities Act of 1933, as
amended; iii) diversification of each Designated Series'
assets in accordance with the then prevailing Prospectus and
Statement of Additional Information pertaining to the
Designated Series and governing laws, regulations, rules and
orders; iv) compliance with governing restrictions relating to
the fair valuation of securities for which market quotations
are not readily available or considered "illiquid" for the
purposes of complying with the Designated Series' limitation
on acquisition of illiquid securities; v) any and all other
reports reasonably requested in accordance with or described
in this Agreement; and vi) the implementation of the
Designated Series' investment program, including, without
limitation, analysis of Designated Series performance;
(c) Promptly after filing with the SEC an amendment to its Form
ADV, a copy of such amendment to the Adviser and the Trustees;
(d) Attendance by appropriate representatives of the Subadviser at
meetings requested by the Adviser or Trustees at such time(s)
and location(s) as reasonably requested by the Adviser or
Trustees; and
(e) Notice to the Trustees and the Adviser of the occurrence of
any event which would disqualify the Subadviser from serving
as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise.
(f) Provide reasonable assistance in the valuation of securities
including the participation of appropriate representatives at
fair valuation committee meetings.
16
SCHEDULE E
----------
FORM OF SUB-CERTIFICATION
To:
Re: Form N-CSR and Form N-Q Certification for the [Name of Designated
Series].
From: [Name of Subadviser]
Representations in support of Investment Company Act Rule 30b1-5
certifications of Form N-CSR and Form N-Q.
[Name of Designated Series]
In connection with your certification responsibility under Rule 30b1-5
and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, I have
reviewed the following information presented for the period ended [Date
of Reporting Period] (the "Reports") which forms part of the N-CSR or
N-Q, as applicable, for the Trust.
Schedule of Investments (the "Reports")
Our organization has designed, implemented and maintained internal controls and
procedures, designed for the purpose of ensuring the accuracy and completeness
of relevant portfolio trade data transmitted to those responsible for the
preparation of the Schedule of Investments. As of the date of this certification
there have been no material modifications to these internal controls and
procedures.
In addition, our organization has:
a. Designed such internal controls and procedures to ensure that material
information is made known to the appropriate groups responsible for
servicing the above-mentioned mutual funds.
b. Evaluated the effectiveness of our internal controls and procedures, as
of a date within 90 days prior to the date of this certification and we
have concluded that such controls and procedures are effective.
c. In addition, to the best of my knowledge there has been no fraud,
whether, or not material, that involves our organization's management
or other employees who have a significant role in our organization's
control and procedures as they relate to our duties as subadviser to
the Trust.
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 Trust, 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.
17
I have disclosed, based on my most recent evaluation, to the Trust's Chief
Accounting Officer:
a. All significant changes, deficiencies and material weakness, if any, in
the design or operation of the Subadviser's internal controls and
procedures which could adversely affect the Adviser's ability to
record, process, summarize and report financial data with respect to
the Trust in a timely fashion;
b. Any fraud, whether or not material, that involves the Subadviser's
management or other employees who have a significant role in the
Subadviser's internal controls and procedures for financial reporting
as they relate to our duties as Subadviser to the Trust.
I certify that to the best of my knowledge:
a. The Subadviser's Portfolio Manager(s) has/have complied with the
restrictions and reporting requirements of the Code of Ethics (the
"Code"). The term Portfolio Manager is as defined in the Code.
b. The Subadviser has complied with the Prospectus and Statement of
Additional Information of the Trust and the Policies and Procedures of
the Trust as adopted by the Trust's Board of Trustees to the extent
they relate to our duties as Subadviser to the Trust.
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 Trust as outlined above.
This certification relates solely to the Trust 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
Trust. The Subadviser's records are based on its own portfolio management
system, a record-keeping system that is not intended to serve as the Trust's
official accounting system. The Subadviser is not responsible for the
preparation of the Reports.
------------------------------- --------------------------
[Name of Authorized Signature] Date
18
SCHEDULE F
----------
DESIGNATED SERIES
Phoenix Capital Growth Fund
Phoenix Mid-Cap Growth Fund
19