EXHIBIT d.8
PHOENIX STRATEGIC EQUITY SERIES FUND
PHOENIX DYNAMIC GROWTH FUND
SUBADVISORY AGREEMENT
PHOENIX STRATEGIC EQUITY SERIES FUND
PHOENIX DYNAMIC GROWTH FUND
SUBADVISORY AGREEMENT
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July 29, 2005
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Management, LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: SUBADVISORY AGREEMENT
Ladies and Gentlemen:
Phoenix Strategic Equity Series Fund (the "Fund") is a diversified open-end
investment company of the series type registered under the Investment Company
Act of 1940 (the "Act"), and is subject to the rules and regulations promulgated
thereunder. The shares of the Fund are offered or may be offered in several
series (collectively sometimes hereafter referred to as the "Series'), including
the Phoenix Dynamic Growth Fund (the "Designated 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Management, LLC (the "Subadviser") as a
discretionary series adviser to invest and reinvest the assets of 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 interfere 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 Designated 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 ("SEC") as part of the Fund's Registration Statement, as may
be periodically amended and provided to the Subadviser by the Adviser
(the "Objectives and Policies"), 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 written instructions from the Adviser. The Subadviser shall not,
without the Fund's prior 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 Designated 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 Designated
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.
The Fund may make, or cause to be made, additions to or withdrawals from
the assets of the Designated Series at such times and in such amounts as
the Fund shall determine and as Fund directs the Custodian. The Fund
shall notify Subadviser promptly in writing of any such additions or
withdrawals.
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 "best execution" 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
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particular transaction as well as other permissible factors
discussed in Subadviser's current Form ADV Part II.
B. 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 Fund, the Subadviser or the
Adviser without the prior written approval of the Fund. The Fund
will provide the Subadviser with a list of brokers and dealers
that are "affiliated persons" of the Fund or Adviser and will
promptly inform the Subadviser of any subsequent changes.
6. Proxies. The Subadviser shall review all proxy solicitation materials
and be responsible for voting and handling all proxies in relation to the
Designated Series. Unless the Adviser or the Fund gives the Subadviser
written instructions to the contrary, the Subadviser will, in compliance
with the proxy voting procedures of the 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 Designated Series to file
Form N-PX as required by Rule 30b1-4 under the Act.
7. Prohibited Conduct. In providing the services described in this
Agreement, the Subadviser will not consult with any other investment
advisory firm that the Subadviser knows provides investment advisory
services to any investment company sponsored by Phoenix Investment
Partners, Ltd. regarding transactions for the Fund in securities or other
assets. In addition, the Subadviser shall not, without the prior written
consent of the Fund and the Adviser, delegate any obligations assumed
pursuant to this Agreement to any affiliated or unaffiliated third party.
8. Information and Reports.
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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 and the Adviser 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 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 Objectives and Policies, 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
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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
the Subadviser agrees promptly to update such list whenever the
Adviser or the Subadviser becomes aware of any changes that should
be added to or deleted from the list of affiliated persons.
C. The Subadviser shall also provide the Adviser with any information
reasonably requested regarding its management of the 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 and instructions
from the Fund, provided, however, that such acts or omissions shall not
have constituted a breach of the Objectives and Policies and that such
acts or omissions shall not have resulted from the Subadviser's willful
misfeasance, bad faith or gross negligence, a violation of the standard
of care established by and applicable to the Subadviser in its actions
under this Agreement or a breach of its duty or of its obligations
hereunder (provided, however, that the foregoing shall not be construed
to protect the Subadviser from liability under the Act).
11. Confidentiality. Subject to the duty of the Subadviser or 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, and the Adviser shall instruct the Custodian to treat as
confidential, all information pertaining to the Designated Series and the
actions of the Subadviser and the Fund in respect thereof, including all
information relating to the investment and reinvestment of the assets of
the Designated Series, the purchase of securities therefor, and the sale
of securities therefrom, subject to such exceptions as Fund, the Adviser
and the Subadviser shall together agree upon in writing.
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.
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13. Representations, Warranties and Agreements to the Subadviser. The
Subadviser represents, warrants and agrees that:
A. It is registered as an "Investment Adviser" under the Investment
Advisers Act of 1940 ("Advisers Act").
B. It will maintain, keep current and preserve on behalf of the Fund,
in the manner required or permitted by the Advisers Act and the
Rules thereunder, the records identified in Schedule B (as
Schedule B may be amended from time to time). The Subadviser
agrees that such records are the property of the Fund, and will be
surrendered to the Fund or to the Adviser as agent of the Fund
promptly upon request of either.
C. It shall maintain a written code of ethics (the "Code of Ethics")
complying with the requirements of Rules 204A-1 under the Advisers
Act and Rule 17j-1 under the Act and shall provide the Fund and
the Adviser with a copy of the Code of Ethics and evidence of its
adoption. It shall institute procedures reasonably necessary to
prevent Access Persons (as defined in Rules 204A-1 and 17j-1) from
violating its Code of Ethics. The Subadviser acknowledges receipt
of the written Code of Ethics adopted by and on behalf of the
Fund. Within forty-five (45) days of the end of the last calendar
quarter of each calendar year while this Agreement is in effect, a
duly authorized compliance officer of the Subadviser shall certify
to the Fund and to Adviser that the Subadviser has complied with
the requirements of Rules 204A-1 and 17j-1 during the previous
calendar quarter and that there has been no violation of its Code
of Ethics, or if such a violation has occurred, that appropriate
action was taken in response to such violation.
Annually, the Subadviser shall furnish a written report which
complies with the requirements of Rule 17j-1 concerning the
Subadviser's Code of Ethics to the Fund and the Adviser.
D. It has adopted and implemented, and throughout the term of this
Agreement shall maintain in effect and implement, policies and
procedures reasonably designed to prevent, detect and correct
violations by the Subadviser and its supervised persons, and, to
the extent the activities of the Subadviser in respect to the Fund
could affect the Fund, by the Fund, of "federal securities laws"
(as defined in Rule 38a-1 under the Act), and that the Subadviser
has provided the Fund with true and complete copies of its
policies and procedures (or summaries thereof) and related
information requested by the Fund. The Subadviser agrees to
cooperate with periodic reviews by the Fund's compliance personnel
of the Subadviser's policies and procedures, their operation and
implementation and other compliance matters and to provide to the
Fund from time to time such additional information and
certifications in respect of the Subadviser's policies and
procedures, compliance by the Subadviser with federal securities
laws and related matters and the Fund's compliance personnel may
reasonably request.
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The Subadviser agrees to promptly notify the Adviser of any
material compliance violations which affect the Designated Series.
E. Reference is hereby made to the Declaration of Trust dated July 7,
2000 establishing the Fund, a copy of which has been filed with
the Secretary of the State of Delaware and elsewhere as required
by law, and to any and all amendments thereto so filed with the
Secretary of the State of Delaware and elsewhere as required by
law, and to any and all amendments thereto so filed or hereafter
filed. The name "Phoenix Strategic Equity 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 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. Amendment. This Agreement may be amended at any time, but only by written
agreement among the Subadviser, the Adviser and the Fund, which
amendment, other than amendments to Schedules A, B and D is subject to
the approval of the Trustees and the Shareholders of the Fund as and to
the extent required by the Act.
15. Effective Date; Term. This Agreement shall become effective on the date
set forth on the first page of this Agreement, and shall continue until
December 31, 2006. The Agreement shall continue from year to year
thereafter only so long as it continuance has been specifically approved
at least annually by the Trustees in accordance with Section 15(a) of the
Act, and by the majority vote of the disinterested Trustees in accordance
with the requirements of Section 15(c) thereof.
16. Termination. This Agreement may be terminated by any party, without
penalty, immediately upon written notice to the other parties in the
event of a breach of any provision thereof by a party so notified, or
otherwise upon thirty (30) days' written notice to the other parties, but
any such termination shall not affect the status, obligations or
liabilities of any party hereto to the other parties as they existed on
the effective date of termination.
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 New York.
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
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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. Certifications. The Subadviser hereby warrants and represents that it
will provide the requisite certifications requested by the chief
executive officer and chief financial officer of the Fund necessary for
those named officers to fulfill their reporting and certification
obligations on Form N-CSR as required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of
2002 in the form presented in Schedule E attached hereto and made a part
hereof.
20. Indemnification. The Adviser agrees to indemnify and hold harmless the
Subadviser and the Subadviser's directors, officers, employees and agents
from and against any and all losses, liabilities, claims, damages, and
expenses whatsoever, including reasonable attorneys' fees (collectively,
"Losses"), arising out of or relating to (i) any breach by the Adviser of
any provision of this Agreement; (ii) the negligence, willful misconduct,
bad faith, or breach of fiduciary duty of the Adviser; (iii) any
violation by the Adviser of any law or regulation relating to its
activities under this Agreement; and (iv) any dispute between the Adviser
and any Fund shareholder, except to the extent that such Losses result
from the gross negligence, willful misconduct, bad faith, or breach of
fiduciary duty of the Subadviser.
21. Representations, Warranties and Agreements of the Adviser. The Adviser
represents, warrants and agrees that:
A. It is registered as an "Investment Adviser" under Advisers Act.
B. It has been duly authorized by the Trustees and, to the extent
required by the Act, by the Shareholders of the Fund to delegate
to the Subadviser the provision of investment services to the
Designated Series as contemplated hereby.
C. Neither the execution and delivery nor the performance of this
Agreement by the Adviser conflicts with or violates the governing
instrument(s) of the Adviser or any agreement to which the Adviser
is a party and does not require the consent, approval or
authorization of any other person.
D. It will immediately notify the Subadviser of the occurrence of any
event which would disqualify the Adviser from serving as an
investment adviser of an investment company pursuant to Section
9(a) of the Act or otherwise.
E. It has provided the Subadviser with a current copy of Part II of
the Adviser's Form ADV, which as of the date of this Agreement is
the brochure it is required to provide clients under Securities
Exchange Commission Rule 204-3, and shall promptly furnish a copy
of all amendments thereto to the Subadviser.
F. So long as this Agreement is in effect, the Subadviser shall be
the sole sub-investment manager with respect to the Designated
Series.
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G. The Adviser, on its own behalf and on behalf of the Trustees and
the Fund, acknowledges 48 hours' prior receipt of Part II of
Subadviser's current Form ADV and Subadviser's Privacy Notice
under Regulation S-P.
22. Other Clients. The Adviser, on its own behalf and on behalf of the
Trustees and the Fund, acknowledges that Subadviser acts as investment
adviser to other clients and may give advice, and take action, with
respect to any of those clients that may differ from the action taken to
the Designated Series. It is understood that Subadviser and its
principals may trade for their proprietary accounts in the same
securities about which Subadviser advises the Fund from time to time,
subject to compliance with all applicable laws and regulations. It is
understood and agreed that Subadviser shall have no obligation to
purchase or sell for the Designated Series any security which Subadviser
or its principals may sell their own accounts or for the account of
another client, if in the opinion of Subadviser such transaction or
investment appears unsuitable, impractical or undesirable for the
Designated Series. To the extent permitted by law, the Fund authorizes
Subadviser from time to time to bunch or aggregate any of its brokerage
orders with orders of its other clients and, as a result, Subadviser may
obtain the benefit of potentially better execution. In such event,
allocation of securities purchased or sold, as well as expenses incurred
in the transaction, shall be made in a manner which Subadviser considers
to be the most equitable.
23. Notices. Any notice or other communication required or intended 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 or e-mail 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.
If to the Adviser, to: Phoenix Investment Counsel, Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇, Vice President and Clerk
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail: ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
If to the Subadviser, to: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Management, LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Member, Operations Director
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
[SIGNATURE PAGE FOLLOWS]
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PHOENIX STRATEGIC EQUITY SERIES FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Clerk
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MANAGEMENT, LLC
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Member
SCHEDULES: A. Operational Procedures
B. Record Keeping Requirements
C. Fee Schedule
D. Subadviser Functions
E. Form of Sub-Certification
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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 the Subadviser to State Street Bank and Trust
Company (the "Custodian"), and PFPC, Inc. (the "Sub-Accounting Agent") for the
Fund.
The Subadviser must furnish the Custodian and the Sub-Accounting Agent with
daily information as to executed trades, or, if no trades are executed, with a
report to that effect, no later than 5 p.m. (Eastern Standard time) each day the
Fund is open for business. The necessary information may be sent electronically
or via facsimile machine to the Custodian and the Sub-Accounting Agent.
Information provided to the Custodian and Sub-Accounting Agent shall include the
following:
1. Purchase or sale;
2. Security name;
3. CUSIP number (if applicable);
4. Number of shares and sales price per share;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed; and
14. Identified tax lot (if applicable).
When opening accounts with brokers for, and in the name of, the 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 electronically or via facsimile machine 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
portfolio purchases and sales, given by the Subadviser on behalf of the
Designated Series for, or in connection with, the purchase or sale of
securities, whether executed or unexecuted. Such records shall include:
A. The name of the broker;
B. The terms and conditions of the order and of any modifications or
cancellation 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
Designated 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. Shall show the name of the person responsible for making the
determination of such allocation and such division of brokerage
commissions or other compensation.
3. (Rule 31a-(b)(10)) A records in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the
purchase or sale of portfolio 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
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part of this record: any memorandum, recommendation or instruction
supporting or authorizing the purchase or sale of portfolio securities
and such other information as is appropriate to support the
authorization.*
4. (Rule 31a-1(f)) Such accounts, books and other documents as are required
to be maintained by registered investment advisers by rule adopted under
Section 204 of the Investment Advisers Act of 1940, to the extent such
records are necessary or appropriate to record the Subadviser's
transactions for the Designated Series.
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* Such information might include: current financial information, annual and
quarterly reports, press releases, reports by analysts and from brokerage
firms (including their recommendation; i.e., buy, sell hold) or any
internal reports or subadviser review.
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SCHEDULE C
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SUBADVISORY FEE
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.
Phoenix Dynamic Growth Fund 0.40%
The fee to be paid to the Subadviser is to be calculated based on the
average daily net assets of the Phoenix Dynamic Growth Fund for the respective
month.
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SCHEDULE D
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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 Adviser, all as set forth in the Objectives and Policies;
(b) Implementation of the investment program for the Designated Series based
upon the foregoing criteria;
(c) Quarterly reports, in form and substance acceptable to the Adviser, with
respect to: (i) compliance with the Code of Ethics; (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 Objectives and Policies 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 included in the Objectives and Policies; (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;
(d) Promptly after filing with the Securities and Exchange Commission an
amendment to its Form ADV, a copy of such amendment to the Adviser and
the Trustees;
(e) Attendance by appropriate representatives of the Subadviser at meetings
requested by the Adviser or Trustees at such time(s) and location(s) as
reasonably requested by the Adviser or Trustees; and
(f) Notice to the Trustees and the Adviser of the occurrence of any event
which would disqualify the Subadviser from serving as an investment
adviser of an investment company pursuant to Section 9(a) of the 1940 Act
or otherwise.
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SCHEDULE E
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FORM OF SUB-CERTIFICATION
To:
Re: Form N-CSR Certification for the [Name of Series].
From: [Name of Subadviser]
Representations in support of Investment Company Act Rule 30b1-5
certifications of Form N-CSR.
[Name of Series].
In connection with your certification responsibility under Rule 30b1-5
and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, I have
reviewed the following information presented for the period ended [Date
of Reporting Period] (the "Reports") which forms part of the N-CSR for
the Series.
Schedule of Investments (the "Reports")
Our organization has designed, implemented and maintained internal controls and
procedures, designed for the purpose of ensuring the accuracy and completeness
of relevant portfolio trade data transmitted to those responsible for the
preparation of the Schedule of Investments. As of the date of this certification
there have been no material modifications to these internal controls and
procedures.
In addition, our organization has:
a. Designed such internal controls and procedures to ensure that material
information is made known to the appropriate groups responsible for
servicing the above-mentioned mutual funds.
b. Evaluated the effectiveness of our internal controls and procedures, as
of a date within 90 days prior to the date of this certification and we
have concluded that such controls and procedures are effective.
c. In addition, to the best of my knowledge there has been no fraud,
whether, or not material, that involves our organization's management
or other employees who have a significant role in our organization's
control and procedures as they relate to our duties as sub-adviser to
the Series.
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 Series, 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.
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I have disclosed, based on my most recent evaluation, to the Series' Chief
Accounting Officer:
a. All significant changes, deficiencies and material weakness, if any,
in the design or operation of the Subadviser's internal controls and
procedures which could adversely affect the Adviser's ability to
record, process, summarize and report financial data in a timely
fashion;
b. Any fraud, whether or not material, that involves the Subadviser's
management or other employees who have significant role in the
Subadviser's internal controls and procedures for financial reporting.
I certify that to the best of my knowledge:
a. The Subadviser's portfolio manager have complied with the restrictions
and reporting requirements of the Subadviser's Code of Ethics (the
"Code").
b. The Subadviser has complied with the Prospectus and Statement of
Additional Information of the Series and the Policies and Procedures of
the Series as adopted by the Series' Board of Trustees to the extent
applicable as specified in the Acknowledgement dated July 29, 2005.
c. I have no knowledge of any compliance violations with respect to the
Series 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 Series as outlined above.
This certification relates solely to the Series 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
Series. The sub-Subadviser's records are based on its own portfolio management
system, a record-keeping system that is not intended to service as the Funds'
official accounting system. The Subadviser is not responsible for the
preparation of the Reports.
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[Name of Authorized Signature] Date
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