EXHIBIT d.5
PHOENIX MULTI-PORTFOLIO FUND
PHOENIX INTERNATIONAL STRATEGIES FUND
SUBADVISORY AGREEMENT
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PHOENIX MULTI-PORTFOLIO FUND
PHOENIX INTERNATIONAL STRATEGIES FUND
SUBADVISORY AGREEMENT
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July 1, 2005
New Star Institutional Managers Limited
0 Xxxxxxxxxxxxx Xxxxx
Xxxxxx XX0X 0XX
RE: SUBADVISORY AGREEMENT
Ladies and Gentlemen:
Phoenix Multi-Portfolio 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 International Strategies Fund (formerly known as Phoenix
-Aberdeen International 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 New Star Institutional Managers Limited (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. 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. The Subadviser is regulated by the
UK Financial Services Authority in the conduct of its regulated activities.
The Adviser is classified as an Intermediate Customer within the meaning of
the Financial Services and Markets Xxx 0000 and the Subadviser will provide
its services hereunder on that basis.
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. 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.
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 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 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
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of the Fund 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 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. 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.
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. 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 save that the Subadviser shall be entitled to
sub-contract trade matching, trade distribution and foreign exchange
settlement instructions (the "Sub-Contracted Services") to HSBC
Institutional Fund Services Limited, in which case the Subadviser shall
remain primarily liable to the Adviser for the provision of the
Sub-Contracted Services for all the purposes of this Agreement
notwithstanding that such services shall be provided by HSBC Institutional
Fund Services Limited.
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
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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, to include written communication that the
Series is in compliance with its investment objectives and practices,
the Act and applicable rules and regulations under the Act, and the
requirements of Subchapter M under the Internal Revenue Code of 1986, as
amended, and otherwise 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
of 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 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, 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 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.
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
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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 Rules 204A-1 and 17j-1) from violating its Code of Ethics.
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
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
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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 material compliance violations which affect
the Series.
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
Multi-Portfolio 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 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. In particular, termination of this
Agreement shall be without prejudice to the completion of transactions
already initiated which will be completed by the Subadviser as soon as
practicable.
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.
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18. Severability. If any term or condition of this Agreement shall be invalid or
unenforceable to any extent or in any application, then the remainder of
this Agreement shall not be affected thereby, and each and every term and
condition of this Agreement shall be valid and enforced to the fullest
extent permitted by law.
19. Notices. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered personally or by
overnight delivery service or mailed by certified or registered mail, return
receipt requested and postage prepaid, or sent by facsimile addressed to the
parties at their respective addresses set forth below, or at such other
address as shall be designated by any party in a written notice to the other
party.
(a) To Phoenix 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 New Star Institutional Mangers Limited at:
0 Xxxxxxxxxxxxx Xxxxx
Xxxxxx
XX0X 0XX
Attn: Xxxx Xxxx
Telephone: 000 00 000 000 0000
Facsimile: 011 44 207 225 9359
Email: xxxxx@xxxxxxxxx.xxx
20. Certifications. The Subadviser hereby warrants and represents that it will,
to the extent that it is reasonably able, 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
Xxxxxxxx-Xxxxx Act of 2002. The Subadviser and Adviser shall co-coperate in
good faith after the signing of this agreement to mutually agree to a form
of certification acceptable to both parties
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
7
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.
[signature page follows]
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PHOENIX EQUITY TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
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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:
NEW STAR INSTITUTIONAL MANAGERS, LTD.
By: /s/ Xxxx X. Xxxxx
-----------------------------
Name: Xxxx X. Xxxxx
Title: Director
SCHEDULES: A. Operational Procedures
B. Record Keeping Requirements
C. Fee Schedule
D. Subadviser Functions
ACKNOWLEDGMENT OF RECEIPT
I acknowledge receipt of the New Star Institutional Managers Limited
Form ADV, Part II and the Disclosure Statement regarding the relationship
between New Star Institutional Managers Limited and Frontier Partners, Inc.,
having received these at the time of solicitation and at least forty-eight hours
prior to the signing of a contract.
Acknowledged /s/ Xxxxxxx X. Xxxxxxx Date June 30, 2005
--------------------------------------- -------------
Title Senior Vice President
---------------------------------------------
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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 to Xxxxx Brothers Xxxxxxxx & Co. (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 (subject to confirmation received from broker). 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;
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 the trade was executed (applicable only to derivative
instruments); and
14. 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 facsimile and the Sub-Accounting
Agent will provide a five day cash projection. This will normally be done by
facsimile machine so that the Subadviser will know the amount available for
investment purposes.
The Subadviser acknowledges that securities lending activity may be carried out
on this account by parties engaged by the Adviser. The Subadviser will be
provided in writing with the time requirements for reporting sales of securities
to the Custodian in order that timely notice to obtain the return of loaned
securities may be given. The Subadviser shall use its best efforts to comply
with such time requirements.
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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.
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3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the
purchase or sale of series securities. Where a committee or group makes an
authorization, a record shall be kept of the names of its members who
participate in the authorization. There shall be retained as part of this
record: any memorandum, recommendation or instruction supporting or
authorizing the purchase or sale of series securities and such other
information as is appropriate to support the authorization.*
4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to
be maintained by registered investment advisers by rule adopted under
Section 204 of the Advisers Act, to the extent such records are necessary or
appropriate to record the Subadviser's transactions for the Fund.
5. Records as necessary under Board approved Phoenix Funds' valuation policies
and procedures.
---------------------
* 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
(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 the combined average daily net
asset value of the Phoenix International Strategies Fund (previously known as
Phoenix-Aberdeen International Fund) a series of the Phoenix Multi-Portfolio
Fund and the Phoenix Worldwide Strategies Fund (previously known as
Phoenix-Aberdeen Worldwide Opportunities Fund) a series of the Phoenix Equity
Trust, managed by the Subadviser. The fee is as follows:
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AVERAGE DAILY NET ASSETS ANNUAL RATE PERCENTAGE (%)
------------------------------ --------------------------------
First $100 Million 0.50%
------------------------------ --------------------------------
Over $100 Million 0.40%
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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; 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.
(g) Provide reasonable assistance in the valuation of securities including
the participation of appropriate representatives at fair valuation
committee meetings.
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