Exhibit d.2
SUBADVISORY AGREEMENT
PHOENIX PORTFOLIOS
PHOENIX MARKET NEUTRAL FUND
SUBADVISORY AGREEMENT
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September 1, 2006
Euclid Advisors LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
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
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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.
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A. The Subadviser, or a third party designee acting under the
authority and supervision of the Subadviser, shall review all
proxy solicitation materials and be responsible for voting and
handling all proxies in relation to the assets of the
Designated Series. Unless the Adviser or the 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
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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 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,
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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
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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
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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.
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(a) To Phoenix Investment Counsel, Inc. at:
Phoenix Investment Counsel, Inc.
00 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxx, Vice President and Clerk
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxx.xxxxx@xxxxxxxxx.xxx
(b) To Euclid Advisors LLC at:
Euclid Advisors LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Xxxxxxx, Chief Compliance Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxxxx@xxxxx.xxx
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 Xxxxxxxx-Xxxxx 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.
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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]
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PHOENIX PORTFOLIOS
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Xxxx X. Xxxxx
-------------------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President and Clerk
ACCEPTED:
EUCLID ADVISORS LLC
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
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
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SCHEDULE A
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OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of
information to be supplied by Subadviser to State Street and Bank Trust Company
(the "Custodian") and PFPC, Inc., (the "Sub-Accounting Agent") for the 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.
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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.
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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 recommendations, i.e., buy, sell, hold) or any internal reports
or subadviser review.
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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
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.
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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 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.
15
SCHEDULE E
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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 Xxxxxxxx-Xxxxx 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.
16
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.
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[Name of Authorized Signature] Date
17
SCHEDULE F
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DESIGNATED SERIES
Phoenix Market Neutral Fund
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