PHOENIX PORTFOLIOS
Phoenix Market Neutral Fund
SUBADVISORY AGREEMENT
September 1, 2006
Euclid Advisors LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: Subadvisory Agreement
Ladies and Gentlemen:
Phoenix Portfolios (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 Market Neutral 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 Euclid Advisors LLC (the
"Subadviser") as a discretionary series adviser to invest
and reinvest that discrete portion of the assets of the
Series designated by the Advisers as 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; 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 Designated Series and agrees to use its best
professional judgment to make investment decisions for the
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 the Designated Series, the Subadviser shall be subject
to the investment objectives, policies and restrictions of
the Fund as they apply to the Designated 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 Designated Series at the time of the transaction
to be out of compliance with any of such restrictions or
policies.
4. Transaction Procedures. All series transactions for the
Designated 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 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 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 Designated 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
Designated Series securities for the Fund, the
Subadviser's primary responsibility shall be to seek
the best execution of orders at the most favorable
prices. However, this responsibility shall not
obligate the Subadviser to solicit competitive bids for
each transaction or to seek the lowest available
commission cost to the Fund, so long as the Subadviser
reasonably believes that the broker or dealer selected
by it can be expected to obtain a "best execution"
market price on the particular transaction and
determines in good faith that the commission cost is
reasonable in relation to the value of the brokerage
and research services (as defined in Section 28(e)(3)
of the Securities Exchange Act of 1934) provided by
such broker or dealer to the Subadviser, viewed in
terms of either that particular transaction or of the
Subadviser's overall responsibilities with respect to
its clients, including the Fund, as to which the
Subadviser exercises investment discretion,
notwithstanding that the Fund may not be the direct or
exclusive beneficiary of any such services or that
another broker may be willing to charge the Fund a
lower commission on the particular transaction.
B. The Subadviser may manage other portfolios and expects
that the Fund and other portfolios 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. 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 Designated Series with a broker or
dealer that is an "affiliated person" (as defined in
the Act) of the Fund, the Subadviser or the Adviser
without the prior written approval of the Fund. The
Fund shall provide the Subadviser with a list of
brokers and dealers that are "affiliated persons" of
the Fund or the Adviser.
6. Proxies.
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 Fund gives the Subadviser
written instructions to the contrary, the Subadviser or
its designee 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 or its designee all proxies upon
receipt, so as to afford a reasonable amount of time in
which to determine how to vote such proxies. The
Subadviser or its designee shall 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 Fund to file Form N-
PX as required by Rule 30b1-4 under the Act.
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 Fund 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 Fund or any other 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 Designated
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 Designated Series that discrete
portion of the assets the Series managed by the
Subadviser 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 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 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 material
breach of the investment objectives, policies and
restrictions applicable to the Designated Series as defined
in the Prospectus and Statement of Additional Information
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 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 Designated
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 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 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 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 securities laws,
and if such a violation has occurred or the code of
ethics of the Fund, or if such a violation of its Code
of Ethics has occurred, that appropriate action was
taken in response to such violation. Annually, the
Subadviser shall furnish to the Fund a written report
which complies with the requirements of Rule 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 reasonably 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 Designated Series.
E. Reference is hereby made to the Declaration of Trust
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 Portfolios" 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, E and F, 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 December 31,
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 material 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 Investment Counsel, Inc. at:
Phoenix Investment Counsel, Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇, Vice President and Clerk
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
(b) To Euclid Advisors LLC at:
Euclid Advisors LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇, Chief Compliance Officer
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
20. Certifications. The Subadviser hereby warrants and
represents that it will provide the requisite
certifications reasonably 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 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.
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 of the Subadviser
or the Subadviser's reckless disregard of its obligations
and duties hereunder.
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 PORTFOLIOS
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Clerk
ACCEPTED:
Euclid Advisors LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
SCHEDULES: A. Operational Procedures
B. Record Keeping Requirements
C. Fee Schedule
D. Subadviser Functions
E. Form of Sub-Certification
F. Designated Series
SCHEDULE A
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 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 each day
the Fund is open for business. (Subadviser will be responsible
for reimbursement to the Fund for any loss caused by the
Subadviser's failure to comply.) The necessary information can
be sent via facsimile machine to the Custodian and the Sub-
Accounting Agent. Information provided to the Custodian and the
Sub-Accounting Agent shall include the following:
1. Purchase or sale;
2. Security name;
3. CUSIP number, ISIN or Sedols (as applicable);
4. Number of shares and sales price per share 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;
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 or, if email is
unavailable, by another form of immediate written communication,
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.
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 Designated 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 Market Neutral Fund.
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 the 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;
(b) 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 Designated Series
assets in accordance with the then prevailing
Prospectus and Statement of Additional Information
pertaining to the Designated 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 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.
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 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 subadviser 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 with respect to the
Fund 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 Fund.
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 Funds and the
Policies and Procedures of the Funds as adopted by the
Fund's Board of Trustees to the extent they relate to our
duties as Subadviser to the Fund.
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 Subadviser's records are based on its
own portfolio management system, a record-keeping system that is
not intended to serve as the Funds' official accounting system.
The Subadviser is not responsible for the preparation of the
Reports.
_______________________________
__________________________
[Name of Authorized Signature] Date
SCHEDULE F
DESIGNATED SERIES
Phoenix Market Neutral Fund
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.