PHOENIX OPPORTUNITIES TRUST
Phoenix International Strategies Fund
Phoenix Worldwide Strategies Fund
SUBADVISORY AGREEMENT
September 24, 2007
New Star Institutional Managers Limited
0 Xxxxxxxxxxxxx Xxxxx
Xxxxxx XX0X 0XX
RE: Subadvisory Agreement
Ladies and Gentlemen:
Phoenix Opportunities Trust (the "Fund") is an 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 and Phoenix
Worldwide Strategies 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.
This Subadvisory Agreement replaces those certain Subadvisory
Agreements among: 1) Phoenix Equity Trust, on behalf of its
series Phoenix Worldwide Strategies Fund, Phoenix Investment
Counsel, Inc. and New Star Institutional Managers Limited, dated
July 1, 2005 and, 2) Phoenix Multi-Portfolio Fund, on behalf of
its series Phoenix International Strategies Fund, Phoenix
Investment Counsel, Inc. and New Star Institutional Managers
Limited, dated July 1, 2005.
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 as set forth on Schedule
F attached hereto (the "Designated Series") on the terms and
conditions as 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 from November
1, 2007 shall be a Professional Client within the meaning of
the Financial Services Authority's Conduct of Business
Sourcebook 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 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 Designated Series. The
Subadviser shall not have possession or custody of such cash
and/or securities or any responsibility or liability with
respect to such custody. The Subadviser shall advise the
Custodian and confirm in writing to the Fund all investment
orders for the Designated Series placed by it with brokers
and dealers at the time and in the manner set forth in
Schedule A hereto (as amended from time to time). The Fund
shall issue to the Custodian such instructions as may be
appropriate in connection with the settlement of any
transaction initiated by the Subadviser. The Fund shall be
responsible for all custodial arrangements and the payment of
all custodial charges and fees, and, upon giving proper
instructions to the Custodian, the Subadviser shall have no
responsibility or liability with respect to custodial
arrangements or the act, omissions or other conduct of the
Custodian.
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 it manages will, from
time to time, purchase or sell the same securities. The
Subadviser may aggregate orders for the purchase or sale
of securities on behalf of the Fund with orders on behalf
of other portfolios the Subadviser manages. 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. 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 will, in compliance with the proxy voting
procedures of the Designated Series then in effect, vote or
abstain from voting, all proxies solicited by or with respect
to the issuers of securities in which assets of the
Designated Series may be invested. The Adviser shall cause
the Custodian to forward promptly to the Subadviser all
proxies upon receipt, so as to afford the Subadviser a
reasonable amount of time in which to determine how to vote
such proxies. The Subadviser agrees to provide the Adviser in
a timely manner with a record of votes cast containing all of
the voting information required by Form N-PX in an electronic
format to enable the Fund 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.
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 during the most recently completed
quarter, to include written communication that the Fund
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 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,
provided, however, that such acts or omissions shall not have
constituted a breach of the investment objectives, policies
and restrictions applicable to the Designated 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 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 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
Subadviser's policies and procedures, compliance by the
Subadviser with federal securities laws and related
matters as the Fund's compliance personnel may reasonably
request. The Subadviser agrees to promptly notify the
Adviser of any material compliance violations which
affect the Designated Series.
E. Reference is hereby made to the Declaration of Trust
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 Opportunities Trust" 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, 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, 2007. 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.
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 Managers Limited at:
New Star Institutional Managers Limited
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 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 the 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, or breach of fiduciary duty of the
Subadviser.
[signature page follows]
PHOENIX OPPORTUNITIES TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Vice President and Assistant Clerk
ACCEPTED:
NEW STAR INSTITUTIONAL MANAGERSLIMITED
By: /s/ Xxx X. Xxxxxxx
Name: Xxx X. Xxxxxxx
Title: Director
SCHEDULES:
A. Operational Procedures
B. Record Keeping Requirements
C. Fee Schedule
D. Subadviser Functions
E. Form of Sub-Certification
F. Designated Series
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/ Xxxxx X. Xxxx Date 10/31/07
Title Vice President and Asst. Clerk
SCHEDULE A
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary
for a flow of information to be supplied to State Street Bank
and Trust Company (the "Custodian") and PFPC, Inc., (the "Sub-
Accounting Agent") for the Fund.
The Subadviser must furnish the Custodian and the Sub-Accounting
Agent, with daily information as to executed trades, or, if no
trades are executed, with a report to that effect, no later than
5 p.m. (Eastern Standard time) 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.
SCHEDULE B
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 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.
SCHEDULE C
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 and the Phoenix Worldwide Strategies Fund,
managed by the Subadviser. The fee is as follows:
Average Daily Net Assets
Annual Rate Percentage
(%)
First $100 Million
0.50%
Over $100 Million
0.40%
SCHEDULE D
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;
(b) Implementation of the investment program for the
Designated 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 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;
(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.
SCHEDULE E
FORM OF SUB-CERTIFICATION
To:
Re: Subadviser's 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
30a-2 certifications of Form N-CSR and Form N-Q.
[Name of Designated Series].
In connection with your certification responsibility under
Rule 30a-2 and Sections 302 and 906 of the Xxxxxxxx-Xxxxx
Act of 2002, I have reviewed the following information
presented in the schedule of investments for the period
ended [Date of Reporting Period] (the "Report") which
forms part of the N-CSR or N-Q, as applicable, for the
Fund.
Schedule of Investments
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
fund.
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 Designated Series.
I have read the draft of the Report which I understand to be
current as of [Date of Reporting Period] and based on my
knowledge, such draft of the Report does not, with respect to
the Designated Series, contain any untrue statement of a
material fact or omit to state a material fact necessary to make
the information contained therein, in light of the circumstances
under which such information is presented, not misleading with
respect to the period covered by such draft Report.
I have disclosed, based on my most recent evaluation, to the
Designated Series' Chief Accounting Officer:
a. All significant changes, deficiencies and material
weakness, if any, in the design or operation of the
Subadviser's internal controls and procedures which could
adversely affect the Registrant's ability to record,
process, summarize and report financial data with respect
to the Designated Series 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.
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 Designated
Series and the Policies and Procedures of the Designated
Series as adopted by the Designated Series Board of
Trustees.
c. I have no knowledge of any compliance violations except as
disclosed in writing to the Phoenix Compliance Department
by me or by the Subadviser's compliance administrator.
d. The Subadviser has complied with the rules and regulations
of the 33 Act and 40 Act, and such other regulations as may
apply to the extent those rules and regulations pertain to
the responsibilities of the Subadviser with respect to the
Designated Series as outlined above.
This certification relates solely to the Designated Series named
above and may not be relied upon by any other fund or entity.
The Subadviser does not maintain the official books and records
of the above Designated Series. The Subadviser's records are
based on its own portfolio management system, a record-keeping
system that is not intended to serve as the Designated Series
official accounting system. The Subadviser is not responsible
for the preparation of the Report.
_______________________________
__________________________
[Name of Subadviser] Date
[Name of Authorized Signer]
[Title of Authorized Signer]
SCHEDULE F
DESIGNATED SERIES
Phoenix International Strategies Fund
Phoenix Worldwide Strategies Fund
* 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.
