EXHIBIT INDEX
EXHIBIT A:
Attachment to item 77Q1:
Exhibits
EXHIBIT B:
Attachment to item 77Q3:
Clarification of certain NSAR information
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EXHIBIT A: (3 DOCUMENTS)
DOCUMENT 1 OF 3
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT effective as of the 20th day of November, 2002
(the "Contract Date") is by and between Phoenix Strategic Equity
Series Fund, a Delaware business trust (the "Trust") and Phoenix
Investment Counsel, Inc., a Connecticut corporation (the "Adviser")
on behalf of Phoenix-Seneca Growth Fund ("Growth Fund") and Phoenix-
Seneca Strategic Theme Fund ("Strategic Theme Fund").
By the terms of a certain Substitution Agreement dated May 27,
1998, the Trust and Adviser are parties to a certain Management
Agreement effective as of May 14, 1993, as amended January 1, 1994
and October 16, 1995, as amended, on behalf of the Growth Fund (the
"Management Agreement"). The Trust and Adviser also are parties to a
certain Investment Advisory Agreement effective as of October 16,
1995, as amended, on behalf of the Strategic Theme Fund (the
"Advisory Agreement"). The Management Agreement and the Advisory
Agreement are collectively referred to herein as the "Agreement".
The parties mutually desire to amend, consolidate and restate the
Agreement as follows:
WITNESSETH THAT:
1. The Trust has appointed the Adviser to act as investment
advisor to the Trust on behalf of the series of the Trust established
and designated by the Board of Trustees of the Trust (the "Trustees")
on or before the date hereof, as listed on attached Schedule A
(collectively, the "Existing Series"), for the period and on the
terms set forth herein. The Adviser has accepted such appointment and
has agreed to render the services described in this Agreement for the
compensation herein provided.
2. In the event that the Trustees desire to retain the Adviser
to render investment advisory services hereunder with respect to one
or more additional series (the "Additional Series"), by agreement in
writing, the Trust and the Adviser may agree to amend Schedule A to
include such Additional Series, whereupon such Additional Series
shall become subject to the terms and conditions of this Agreement.
3. The Adviser shall furnish continuously an investment
program for the Existing Series and any Additional Series which may
become subject to the terms and conditions set forth herein
(sometimes collectively referred to as the "Series") and shall manage
the investment and reinvestment of the assets of each Series, subject
at all times to the supervision of the Trustees.
4. With respect to managing the investment and reinvestment of
the Series' assets, the Adviser shall provide, at its own expense:
(a) Investment research, advice and supervision;
(b) An investment program for each Series consistent
with its investment objectives, policies and
procedures;
(c) Implementation of the investment program for each
Series including the purchase and sale of securities;
(d) Implementation of an investment program designed to
manage cash, cash equivalents and short-term
investments for a Series with respect to assets
designated from time to time to be managed by a
subadviser to such Series;
(e) Advice and assistance on the general operations of
the Trust; and
(f) Regular reports to the Trustees on the implementation
of each Series' investment program.
5. The Adviser shall, for all purposes herein, be deemed to be
an independent contractor.
6. The Adviser shall furnish at its own expense, or pay the
expenses of the Trust, for the following:
(a) Office facilities, including office space, furniture
and equipment;
(b) Personnel necessary to perform the functions required
to manage the investment and reinvestment of each
Series' assets (including those required for research,
statistical and investment work);
(c) Except as otherwise approved by the Board, personnel to
serve without salaries from the Trust as officers or
agents of the Trust. The Adviser need not provide
personnel to perform, or pay the expenses of the Trust
for, services customarily performed for an open-end
management investment company by its national
distributor, custodian, financial agent, transfer
agent, registrar, dividend disbursing agent, auditors
and legal counsel;
(d) Compensation and expenses, if any, of the Trustees who
are also full-time employees of the Adviser or any of
its affiliates; and
(e) Any subadviser recommended by the Adviser and appointed
to act on behalf of the Trust.
7. All costs and expenses not specifically enumerated herein
as payable by the Adviser shall be paid by the Trust. Such expenses
shall include, but shall not be limited to, all expenses (other than
those specifically referred to as being borne by the Adviser)
incurred in the operation of the Trust and any public offering of its
shares, including, among others, interest, taxes, brokerage fees and
commissions, fees of Trustees who are not full-time employees of the
Adviser or any of its affiliates, expenses of Trustees' and
shareholders' meetings including the cost of printing and mailing
proxies, expenses of Adviser personnel attending Trustee meetings as
required, expenses of insurance premiums for fidelity and other
coverage, expenses of repurchase and redemption of shares, expenses
of issue and sale of shares (to the extent not borne by its national
distributor under its agreement with the Trust), expenses of printing
and mailing stock certificates representing shares of the Trust,
association membership dues, charges of custodians, transfer agents,
dividend disbursing agents and financial agents, bookkeeping,
auditing and legal expenses. The Trust will also pay the fees and
bear the expense of registering and maintaining the registration of
the Trust and its shares with the Securities and Exchange Commission
and registering or qualifying its shares under state or other
securities laws and the expense of preparing and mailing prospectuses
and reports to shareholders. Additionally, if authorized by the
Trustees, the Trust shall pay for extraordinary expenses and expenses
of a non-recurring nature which may include, but not be limited to
the reasonable and proportionate cost of any reorganization or
acquisition of assets and the cost of legal proceedings to which the
Trust is a party.
8. The Adviser shall adhere to all applicable policies and
procedures as adopted from time to time by the Trustees, including
but not limited to the following:
a) Code of Ethics. The Adviser shall adopt a Code of
Ethics designed to prevent "access persons" (as defined
therein in accordance with Rule 17j-1 under the
Investment Company Act of 1940 (the "Investment Company
Act")) from engaging in fraudulent acts or transactions
that are, or have the potential of being viewed as, a
conflict of interest, and shall monitor for compliance
with its Code of Ethics and report any violations to the
Trust's Compliance Officer.
b) Policy with Respect to Brokerage Allocation. The
Adviser shall have full trading discretion in selecting
brokers for Series transactions on a day to day basis so
long as each selection is in conformance with the
Trust's Policy with Respect to Brokerage Allocation.
Such discretion shall include use of "soft dollars" for
certain broker and research services, also in
conformance with the Trust's Policy with Respect to
Brokerage Allocation. The Adviser may delegate the
responsibilities under this section to a Subadviser of a
Series.
c) Procedures for the Determination of Liquidity of Assets.
It shall be the responsibility of the Adviser to monitor
the Series' assets that are not liquid, making such
determinations as to liquidity of a particular asset as
may be necessary, in accordance with the Trust's
Procedures for the Determination of Liquidity of Assets.
The Adviser may delegate the responsibilities under this
section to a Subadviser of a Series.
d) Policy with Respect to Proxy Voting. In the absence of
specific direction to the contrary and in a manner
consistent with the Trust's Policy with Respect to Proxy
Voting, the Adviser shall be responsible for voting
proxies with respect to portfolio holdings of the Trust.
The Adviser shall review all proxy solicitation
materials and be responsible for voting and handling all
proxies in relation to the assets under management by
the Adviser in accordance with such policies and
procedures adopted or approved by each Series'. Unless
the Fund gives the Adviser written instructions to the
contrary, the Adviser will, in compliance with the proxy
voting procedures of the Series then in effect or
approved by the series, vote or abstain from voting, all
proxies solicited by or with respect to the issuers of
securities in which the assets of the Series may be
invested. The Adviser shall cause the Custodian to
forward promptly to the Adviser (or designee) all
proxies upon receipt so as to afford the Adviser a
reasonable amount of time in which to determine how to
vote such proxies. The Adviser agrees to provide the
Trust with quarterly proxy voting reports in such form
as the Trust may request from time to time. The Adviser
may delegate the responsibilities under this section to
a Subadviser of a Series.
e) Procedures for the Valuation of Securities. It shall be
the responsibility of the Adviser to fully comply with
the Trust's Procedures for the Valuation of Securities.
The Adviser may delegate the responsibilities under this
section to a Subadviser of a Series.
9. For providing the services and assuming the expenses
outlined herein, the Trust agrees that the Adviser shall be
compensated as follows:
a) The Trust shall pay a monthly fee calculated at an
annual rate as specified in Schedule A. The
amounts payable to the Adviser with respect to the
respective Series shall be based upon the average
of the values of the net assets of such Series as
of the close of business each day, computed in
accordance with the Trust's Declaration of Trust.
b) Compensation shall accrue immediately upon the
effective date of this Agreement.
c) If there is termination of this Agreement with respect
to any Series during a month, the Series' fee for that
month shall be proportionately computed upon the
average of the daily net asset values of such Series
for such partial period in such month.
d) The Adviser agrees to reimburse the Trust for the
amount, if any, by which the total operating and
management expenses for any Series (including the
Adviser's compensation, pursuant to this paragraph, but
excluding taxes, interest, costs of portfolio
acquisitions and dispositions and extraordinary
expenses), for any "fiscal year" exceed the level of
expenses which such Series is permitted to bear under
the most restrictive expense limitation (which is not
waived by the State) imposed on open-end investment
companies by any state in which shares of such Series
are then qualified. Such reimbursement, if any, will be
made by the Adviser to the Trust within five days after
the end of each month. For the purpose of this
subparagraph (d), the term "fiscal year" shall include
the portion of the then current fiscal year which shall
have elapsed at the date of termination of this
Agreement.
10. The services of the Adviser to the Trust are not to be
deemed exclusive, the Adviser being free to render services to others
and to engage in other activities. Without relieving the Adviser of
its duties hereunder and subject to the prior approval of the
Trustees and subject farther to compliance with applicable provisions
of the Investment Company Act, as amended, the Adviser may appoint
one or more agents to perform any of the functions and services which
are to be provided under the terms of this Agreement upon such terms
and conditions as may be mutually agreed upon among the Trust, the
Adviser and any such agent.
11. The Adviser shall not be liable to the Trust or to any
shareholder of the Trust for any error of judgment or mistake of law
or for any loss suffered by the Trust or by any shareholder of the
Trust in connection with the matters to which this Agreement relates,
except a loss resulting from willful misfeasance, bad faith, gross
negligence or reckless disregard on the part of the Adviser in the
performance of its duties hereunder.
12. It is understood that:
a) Trustees, officers, employees, agents and shareholders
of the Trust are or may be "interested persons" of the
Adviser as directors, officers, stockholders or
otherwise;
b) Directors, officers, employees, agents and stockholders
of the Adviser are or may be "interested persons" of
the Trust as Trustees, officers, shareholders or
otherwise; and
c) The existence of any such dual interest shall not
affect the validity hereof or of any transactions
hereunder.
13. This Amended and Restated Agreement shall become effective
with respect to the Existing Series as of November 20, 2002, and with
respect to any Additional Series, on the date specified in any
amendment to this Agreement reflecting the addition of each
Additional Series in accordance with paragraph 2 (the "Amendment
Date"). Unless terminated as herein provided, this Agreement shall
remain in full force and effect until November 30, 2003 with respect
to each Existing Series and until November 30 of the first full
calendar year following the Amendment Date with respect to each
Additional Series, and shall continue in full force and effect for
periods of one year thereafter with respect to each Series so long as
(a) such continuance with respect to any such Series is approved at
least annually by either the Trustees or by a "vote of the majority
of the outstanding voting securities" of such Series and (b) the
terms and any renewal of this Agreement with respect to any such
Series have been approved by a vote of a majority of the Trustees who
are not parties to this Agreement or "interested persons" of any such
party cast in person at a meeting called for the purpose of voting on
such approval; provided, however, that the continuance of this
Agreement with respect to each Additional Series is subject to its
approval by a "vote of a majority of the outstanding voting
securities" of any such Additional Series on or before the next
anniversary of the Contract Date following the date on which such
Additional Series became a Series hereunder.
Any approval of this Agreement by a vote of the holders of a
"majority of the outstanding voting securities" of any Series shall
be effective to continue this Agreement with respect to such Series
notwithstanding (a) that this Agreement has not been approved by a
"vote of a majority of the outstanding voting securities" of any
other Series of the Trust affected thereby and (b) that this
Agreement has not been approved by the holders of a "vote of a
majority of the outstanding voting securities" of the Trust, unless
either such additional approval shall be required by any other
applicable law or otherwise.
14. The Trust may terminate this Agreement with respect to the
Trust or to any Series upon 60 days' written notice to the Adviser at
any time, without the payment of any penalty, by vote of the Trustees
or, as to each Series, by a "vote of the majority of the outstanding
voting securities" of such Series. The Adviser may terminate this
Agreement upon 60 days' written notice to the Trust, without the
payment of any penalty. This Agreement shall immediately terminate in
the event of its "assignment".
15. The terms "majority of the outstanding voting securities",
"interested persons" and "assignment", when used herein, shall have
the respective meanings in the Investment Company Act.
16. In the event of termination of this Agreement, or at the
request of the Adviser, the Trust will eliminate all reference to
"Phoenix" from its name, and will not thereafter transact business in
a name using the word "Phoenix" in any form or combination
whatsoever, or otherwise use the word "Phoenix" as a part of its
name. The Trust will thereafter in all prospectuses, advertising
materials, letterheads, and other material designed to be read by
investors or prospective investors delete from the name the word
"Phoenix" or any approximation thereof. If the Adviser chooses to
withdraw the Trust's right to use the word "Phoenix," it agrees to
submit the question of continuing this Agreement to a vote of the
Trust's shareholders at the time of such withdrawal.
17. It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the Trust
personally, but bind only the trust property of the Trust, as
provided in the Declaration of Trust. The execution and delivery of
this Agreement have been authorized by the Trustees and shareholders
of the Trust and signed by the President of the Trust, acting as
such, and neither such authorization by such Trustees and
shareholders nor such execution and delivery by such officer shall be
deemed to have been made by any of them individually or be binding
upon or impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its
Declaration of Trust. The Certificate of Trust, as amended, is or
shall be on file with the Secretary of State of Delaware.
18. This Agreement shall be construed and the rights and
obligations of the parties hereunder enforced in accordance with the
laws of the State of Connecticut.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers as of the
day and year first written above.
Phoenix Strategic Equity Series Fund
By: /s/ Xxxxxx X. XxXxxxxxxx
Name: Xxxxxx X. XxXxxxxxxx
Title: President
Phoenix Investment Counsel, Inc.
By: /s/Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
SCHEDULE A
Series
Investment Advisory Fee
$1st $1+ Billion $2+ Billion
billion through $2
Billion
Phoenix-Seneca Growth Fund
0.70% 0.65% 0.60%
Phoenix-Seneca Strategic Theme Fund
0.75% 0.70% 0.65%
The parties to this Agreement hereby acknowledge the following
fund name changes: Phoenix-Seneca Growth Fund f/k/a Phoenix-Seneca
Equity Opportunities Fund f/k/a Phoenix Equity Opportunities Fund and
Phoenix-Seneca Strategic Theme Fund f/k/a Phoenix Strategic Theme
Fund.
DOCUMENT 2 OF 3
AMENDMENT TO SUBADVISORY AGREEMENT
This Amendment dated this 20th day of November, 2002 amends
that certain Subadvisory Agreement dated as of June 26, 1998
(the "Agreement") by and between Phoenix Investment Counsel,
Inc. ("Adviser") and Seneca Capital Management LLC
("Subadviser"), regarding the management of the Phoenix-
Seneca Growth Fund (f/k/a Phoenix-Seneca Equity
Opportunities Fund f/k/a Phoenix Equity Opportunities Fund)
(the "Fund") of the Phoenix Strategic Equity Series Fund
(the "Trust").
1. Section 17 is hereby added as follows:
"Proxies. The Subadviser shall review all proxy
solicitation materials and be responsible for voting
and handling all proxies in relation to the Assets in
accordance with such policies and procedures adopted or
approved from time to time by the Trust. Unless the
Adviser or the Trust gives the Subadviser written
instructions to the contrary, the Subadviser will, in
compliance with the proxy voting procedures of the
Trust 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 Fund 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 with quarterly
proxy voting reports in such form as the Adviser may
request from time to time."
2. Except as expressly amended hereby, all provisions of
the Agreement shall remain in full force and effect
and are unchanged in all other respects. All initial
capitalized terms used herein shall have such meaning
as ascribed thereto in the Agreement, as amended. All
terms and phrases in quotations shall have such
meaning as ascribed thereto in the Investment Company
Act of 1940, as amended.
3. This Amendment shall become effective on the date
first accepted by the Subadviser which date is set
forth above the Subadviser's name on the signature
page hereof.
4. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an
original and, all of which, when taken together, shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto intending to be
legally bound have caused this Amendment to be executed by
their duly authorized officers or other representatives.
Phoenix Investment Counsel, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
AGREED and ACCEPTED by Subadviser
this _15___ day of __April___, 2003
Seneca Capital Management LLC
By:_/s/ Xxxxxx X. Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: C.O.O.
DOCUMENT 3 OF 3
AMENDMENT TO SUBADVISORY AGREEMENT
This Amendment dated this 20th day of November, 2002 amends
that certain Subadvisory Agreement dated as of August 6,
1999 (the "Agreement") by and between Phoenix Investment
Counsel, Inc. ("Adviser") and Seneca Capital Management LLC
("Subadviser"), regarding the management of the Phoenix-
Seneca Strategic Theme Fund (f/k/a Phoenix Strategic Theme
Fund) (the "Fund") of the Phoenix Strategic Equity Series
Fund (the "Trust").
1. Section 17 is hereby added as follows:
"Proxies. The Subadviser shall review all proxy
solicitation materials and be responsible for voting
and handling all proxies in relation to the Assets in
accordance with such policies and procedures adopted or
approved from time to time by the Trust. Unless the
Adviser or the Trust gives the Subadviser written
instructions to the contrary, the Subadviser will, in
compliance with the proxy voting procedures of the
Trust 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 Fund 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 with quarterly
proxy voting reports in such form as the Adviser may
request from time to time."
2. Except as expressly amended hereby, all provisions of
the Agreement shall remain in full force and effect
and are unchanged in all other respects. All initial
capitalized terms used herein shall have such meaning
as ascribed thereto in the Agreement, as amended. All
terms and phrases in quotations shall have such
meaning as ascribed thereto in the Investment Company
Act of 1940, as amended.
3. This Amendment shall become effective on the date
first accepted by the Subadviser which date is set
forth above the Subadviser's name on the signature
page hereof.
4. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an
original and, all of which, when taken together, shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto intending to be
legally bound have caused this Amendment to be executed by
their duly authorized officers or other representatives.
Phoenix Investment Counsel, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
AGREED and ACCEPTED by Subadviser
this 15th day of April, 2003
Seneca Capital Management LLC
By: /s/ Xxxxxx X. Xxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxx
Title: COO
EXHIBIT B:
EXHIBIT 77Q3 TO FORM N-SAR
Registrant Name: Phoenix Strategic Equity Series Fund
File Number: 811-4727
Registrant CIK Number: 0000796299
Sub-Item 77Q3
Because the electronic format for filing Form NSAR does not provide
adequate space for responding to Items 74U1, 74U2, 74V1,
and 74V2 correctly, the correct answers are as follows:
72DD1/72DD2-
Series 1
Class A , Class B 0, Class C 0, Class X 0
Series 2
Class A 0, Class B 0, Class C 0
73A1/73A2-
Series 1
Class A $0.00, Class B $0.00, Class C $0.00 Class X $ 0.00
Series 2
Class A $0.00, Class B $0.00, Class C $0.00
74U1/74U2-
Series 1
Class A 16715, Class B 1463, Class C 1767, Class X 3003
Series 2-
Class A 20485, Class B 4200, Class C 512
74V1/74V2-
Series 1
Class A $ 11.19, Class B $ 10.57, Class C $ 10.54, Class X $11.62
Series 2-
Class A $ 8.65, Class B $ 7.98, Class C $ 7.99
