EXHIBIT d.10
PHOENIX SERIES FUND
PHOENIX HIGH YIELD FUND
SUBADVISORY AGREEMENT
PHOENIX SERIES FUND
PHOENIX HIGH YIELD FUND
SUBADVISORY AGREEMENT
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November 1, 2005
Seneca Capital Management LLC
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▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: SUBADVISORY AGREEMENT
Ladies and Gentlemen:
Phoenix 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, including the
Phoenix High Yield Fund (previously known as Phoenix-▇▇▇▇▇▇▇ High Yield 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 Seneca Capital Management LLC (the "Subadviser") as a discretionary
series adviser to invest and reinvest that discrete portion of the assets
of the Series designated by the Adviser on the terms and conditions set
forth herein.
2. Acceptance of Employment; Standard of Performance. The Subadviser accepts
its employment as a discretionary series adviser of the Series and agrees
to use its best professional judgment to make investment decisions for the
Series in accordance with the provisions of this Agreement and as set forth
in Schedule D attached hereto and made a part hereof.
3. Services of Subadviser.
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A. In providing management services to the Series, the Subadviser shall
be subject to the investment objectives, policies and restrictions of
the Fund as they apply to the 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 Series at the time of the transaction to be out of
compliance with any of such restrictions or policies.
B. The Fund and the Adviser acknowledge that the Subadviser is an
investment adviser to other clients, including accounts in which the
Subadviser or affiliates of the Subadviser have a beneficial interest.
The Fund and the Adviser understand and agree that the Subadviser's
management services for its other clients may differ as to timing
and/or content from its management of the Series. Subadviser will have
no obligation to buy or sell for the Series any security that the
Subadviser or any affiliate may purchase or sell for itself or for
other clients. The Fund and the Adviser further recognize that
transactions in any particular security may not be accomplished for
all Subadviser clients' accounts at the same time or at the same
price.
4. Transaction Procedures. All series transactions for the 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
Series placed by it with brokers and dealers at the time and in the manner
set forth in Schedule A hereto (as amended from time to time). The Fund
shall issue to the Custodian such instructions as may be appropriate in
connection with the settlement of any transaction initiated by the
Subadviser. The Fund shall be responsible for all custodial arrangements
and the payment of all custodial charges and fees, and, upon giving proper
instructions to the Custodian, the Subadviser shall have no responsibility
or liability with respect to custodial arrangements or the act, omissions
or other conduct of the Custodian.
5. Allocation of Brokerage. The Subadviser shall have authority and discretion
to select brokers and dealers to execute Series transactions initiated by
the Subadviser, and to select the markets on or in which the transactions
will be executed.
A. In placing orders for the sale and purchase of 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
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such services or that another broker may be willing to charge the Fund
a lower commission on the particular transaction. The Fund and the
Adviser each represent that it has reviewed the disclosure in the
Subadviser's Form ADV regarding the factors the Subadviser will
consider in selecting brokers and dealers and that it understands that
disclosure.
B. The Subadviser may manage other portfolios and expects that the Fund
and other portfolios it 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 Fund with orders on
behalf of other portfolios the Subadviser manages, including, without
limitation, portfolio accounts in which the Subadviser or one or more
of its affiliates has a beneficial interest. 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
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, and the Subadviser shall be in
breach of the foregoing provision only if the affiliated broker or
dealer is included in such a list to the Subadviser prior to such
prohibited action.
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 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
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 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 Series 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. With the Adviser's
approval, the Subadviser shall also have the authority to: (i)
identify, evaluate and pursue legal claims, including commencing or
defending suits,
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affecting the securities held at any time in the Series, including
claims in bankruptcy, class action securities litigation and other
litigation; (ii) participate in such litigation or related proceedings
with respect to such securities as the Subadviser deems appropriate to
preserve or enhance the value of the Series, including filing proofs
of claim and related documents and serving as "lead plaintiff" in
class action lawsuits; (iii) exercise generally any of the powers of
an owner with respect to the supervision and management of such rights
or claims, including the settlement, compromise or submission to
arbitration of any claims, the exercise of which the Subadviser deems
to be in the best interest of the Series or required by applicable
law, including ERISA, and (iv) employ suitable agents, including legal
counsel, and to pay their reasonable fees, expenses and related costs
from the Series.
7. Prohibited Conduct. In providing the services described in this Agreement,
the Subadviser will not consult with any other investment advisory firm
that provides investment advisory services to any 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.
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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 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 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 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
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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 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
breach of the investment objectives, policies and restrictions applicable
to the Series and that such acts or omissions shall not have resulted from
the Subadviser's willful misfeasance, bad faith or gross negligence, 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 and the Fund to
comply with applicable law, including any demand of any regulatory or
taxing authority having jurisdiction, the parties hereto shall treat as
confidential all information pertaining to the Series and the actions of
the Subadviser and the Fund in respect thereof. 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:
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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 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 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. 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 violation of its Code of Ethics, or the code of
ethics of the Fund, 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, that
appropriate action was taken in response to such violation. Annually,
the Subadviser shall furnish a written report which complies with the
requirements of Rules 204A-1(b) and 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 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 Series.
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E. Reference is hereby made to the Declaration of Trust dated August 17,
2000 establishing the Fund, a copy of which has been filed with the
Secretary of the State of Delaware and elsewhere as required by law,
and to any and all amendments thereto so filed with the Secretary of
the State of Delaware and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter filed. The name "Phoenix
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. 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, and E, 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 November 30, 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 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
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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. 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 at:
Phoenix Investment Counsel, Inc.
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇, Vice President and Clerk
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
(b) To Seneca at:
Seneca Capital Management LLC
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▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
20. 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. 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
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from the gross negligence, willful misconduct, bad faith, or breach of
fiduciary duty of the Subadviser.
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.
PHOENIX SERIES FUND
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Clerk
ACCEPTED:
SENECA CAPITAL MANAGEMENT LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Chief Operating Officer
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 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. (Subadviser will be responsible for reimbursement to
the Fund for any loss caused by Subadvisers failure to comply.) The necessary
information can be sent via facsimile machine or email 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;
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 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 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
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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.
--------------------------------
* 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
12
SCHEDULE C
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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
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 High Yield Fund (formerly known as Phoenix-▇▇▇▇▇▇▇ High Yield Fund).
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SCHEDULE D
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SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of the Series'
assets, the Subadviser shall provide, at its own expense:
(a) An investment program for the Series consistent with its investment
objectives based upon the development, review and adjustment of
buy/sell strategies approved from time to time by the Board of
Trustees and the Adviser;
(b) Implementation of the investment program for the Series based upon
the foregoing criteria;
(c) 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 Series assets in accordance with the then
prevailing Prospectus and Statement of Additional Information
pertaining to the Series and governing laws; iv) compliance with
governing restrictions relating to the fair valuation of securities
for which market quotations are not readily available or considered
"illiquid" for the purposes of complying with the Series' limitation
on acquisition of illiquid securities; v) any and all other reports
reasonably requested in accordance with or described in this
Agreement; and, vi) the implementation of the Series' investment
program, including, without limitation, analysis of Series
performance;
(d) Promptly after filing with the SEC 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;
(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; and
(g) Provide reasonable assistance in the valuation of securities
including the participation of appropriate representatives at fair
valuation committee meetings.
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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 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 sub-adviser 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.
15
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 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 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.
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 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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